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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
QUALIX GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 77-0261239
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
177 Bovet Road, 2nd Floor
San Mateo, California 94402
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to securities and is to become
General Instruction A(c)(1) please effective simultaneously with
check the following box. the effectiveness of a
concurrent registration
[_] statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) lease check
the following box.
[_]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Not Applicable Not Applicable
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
PREFERRED SHARE PURCHASE RIGHTS
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(TITLE OF CLASS)
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ITEM 1. Description of Registrant's Securities to be Registered.
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On August 1, 1997, Qualix Group, Inc. (the "Company") filed a
Registration Statement on Form 8-A (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") in order to register
Preferred share purchase rights issuable in accordance with a Rights Agreement
(the "Rights Agreement") between the Company and ChaseMellon Shareholder
Services, L.L.C. as Rights Agent (the "Rights Agent").
The Company and the Rights Agent entered into the Amendment to the
Rights Agreement with an effective date as of October 25, 1998 (the
"Amendment"), which amends the Rights Agreement. The Rights Agreement, as
amended by the Amendment, is referred to herein as the "Amended Rights
Agreement". The Amended Rights Agreement is substantially the same as the Rights
Agreement as originally executed, with the following principal exceptions:
ACQUIRING PERSON
The Amended Rights Agreement provides that none of Legato Systems,
Inc. ("Acquiror"), Hat Acquisition Corp. ("Merger Sub"), or any of their
respective subsidiaries, Affiliates or Associates is an Acquiring Person
pursuant to the Amended Rights Agreement, and no holder of any Rights shall be
entitled to exercise such Rights under, or be entitled to any rights pursuant
to, any sections of the Amended Rights Agreement, in any case solely by virtue
of the execution of the Agreement and Plan of Merger dated October 25, 1998
among Acquiror, Merger Sub and the Company (the "Merger Agreement"), the
execution of the Stock Option Agreement (as defined in the Merger Agreement),
the execution of Target Affiliate Agreements (as defined in the Merger
Agreement), the execution of the Voting Agreements (as defined in the Merger
Agreement), the cancellation and automatic conversion of the Company's Common
Stock into a right to receive a fraction of Acquiror Common Stock (as defined in
the Merger Agreement), the cancellation of the Company's Capital Stock (as
defined in the Merger Agreement) or the consummation of the Merger (as defined
in the Merger Agreement).
DISTRIBUTION DATE
The Amended Rights Agreement provides that a Distribution Date shall
not occur, and no holder of any Rights shall be entitled to exercise such Rights
under, or be entitled to any rights pursuant to, any sections of the Amended
Rights Agreement, in any such case solely by reason of the execution of the
Merger Agreement, the execution of the Stock Option Agreement, the execution of
Target Affiliate Agreements, the execution of the Voting Agreements, the
cancellation and automatic conversion of the Company's Common Stock into a right
to receive a fraction of Acquiror Common Stock, the cancellation of the
Company's Capital Stock, or the Consummation of the Merger.
SHARES ACQUISITION DATE
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The Amended Rights Agreement provides that a Shares Acquisition Date
shall not occur and no holder of any Rights shall be entitled to exercise such
Rights under, or be entitled to any rights pursuant to, any sections of the
Amended Rights Agreement, in any case solely by reason of execution of the
Merger Agreement, the execution of the Stock Option Agreement, the execution of
Target Affiliate Agreements, the execution of the Voting Agreements, the
cancellation and automatic conversion of the Company's Common Stock into a right
to receive a fraction of Acquiror Common Stock, the cancellation of the
Company's Capital Stock, or the Consummation of the Merger.
EXERCISE OF RIGHTS
The Amended Rights Agreement provides that the registered holder of
any Rights Certificate may exercise the rights at or prior to the earliest of
(i) the Close of Business on the Final Expiration Date, (ii) the Redemption
Date, (iii) the time at which such Rights are exchanged as provided in Section
24 thereof, or (iv) immediately prior to the Effective Time (as defined in the
Merger Agreement).
PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF RIGHTS
The Amended Rights Agreement provides that a "Section 11(a)(ii)
Trigger Date" shall not occur and no holder of any Rights shall be entitled to
exercise such Rights under, or be entitled to any rights pursuant to, any
sections of the Amended Rights Agreement, in any such case solely by reason of
the execution of the Merger Agreement, the execution of the Stock Option
Agreement, the execution of Target Affiliate Agreements, the execution of the
Voting Agreements, the cancellation and automatic conversion of the Company's
Common Stock into a right to receive a fraction of Acquiror Common Stock, the
cancellation of the Company's Capital Stock, or the consummation of the Merger.
CONSOLIDATION, MERGER, SALE OF ASSETS OR EARNING POWER
The Amended Rights Agreement provides that a "Section 11(a)(ii)
Trigger Date" shall not occur, and no holder of any Rights shall be entitled to
exercise such Rights under, or be entitled to any rights pursuant to, any
sections of the Amended Rights Agreement, in any such case solely by reason of
the execution of the Merger Agreement, the execution of the Stock Option
Agreement, the execution of Target Affiliate Agreements, the execution of the
Voting Agreements, the cancellation and automatic conversion of the Company's
Common Stock into a right to receive a fraction of Acquiror Common Stock, the
cancellation of the Company's Capital Stock, or the consummation of the Merger.
NOTICES
The Amended Rights Agreement provides that notices or demands to the
Company shall be sufficiently given if sent to the Company with a copy to:
Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California
94304, Attention: Kurt Berney.
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AMENDMENT
The Amendment provides that the Amendment may not be amended by the
Company without the prior written consent of Acquiror in its sole discretion.
In all other material respects, the disclosure concerning the Rights
and the Rights Agreement as set forth in the Registration Statement is
unchanged.
The Summary of the Amended Rights Agreement contained herein or in
the Registration Statement as originally filed is qualified in its entirety by
reference to the Amended Rights Agreement.
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ITEM 2. EXHIBITS.
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EXHIBIT DESCRIPTION
NUMBER -----------
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1 Amendment to Rights Agreement, with an effective date of October 25,
1998, between the Company and ChaseMellon Shareholder Services.
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934 the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
DATE: NOVEMBER 6, 1998 QUALIX GROUP, INC.
By: /S/ BRUCE C. FELT
_____________________________
Title: CHIEF FINANCIAL OFFICER
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EXHIBIT 1
AMENDMENT TO RIGHTS AGREEMENT
This Amendment dated as of October 25, 1998 ("Amendment") to the Rights
Agreement ("Agreement"), dated as of July 31, 1997, between Qualix Group, Inc.,
a Delaware corporation (the "Company"), and Chase Mellon Shareholder Services,
L.L.C. (the "Rights Agent").
Pursuant to Section 27 of the Agreement, this Amendment is being executed
by the Company and the Rights Agent for the purpose of amending the Agreement as
set forth below:
The Agreement is hereby amended as follows:
1. Section 1 shall be amended by inserting the following at the end of the
definition of "Acquiring Person":
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, none of Legato Systems, Inc. ("Acquiror"), Hat Acquisition
Corp. ("Merger Sub"), or any of their respective subsidiaries,
Affiliates or Associates is an Acquiring Person pursuant to this
Agreement, and no holder of any Rights shall be entitled to exercise
such Rights under, or be entitled to any rights pursuant to, any
sections of this Agreement, in any such case solely by virtue of the
execution of the Agreement and Plan of Reorganization of even date
herewith among Acquiror, Merger Sub and the Company (the "Merger
Agreement"), the execution of the Stock Option Agreement (as defined in
the Merger Agreement), the execution of Target Affiliate Agreements (as
defined in the Merger Agreement), the execution of the Voting
Agreements (as defined in the Merger Agreement), the cancellation and
automatic conversion of the Company's Common Stock into a right to
receive a fraction of Acquiror Common Stock (as defined in the Merger
Agreement), the cancellation of the Company's Capital Stock (as defined
in the Merger Agreement) or the consummation of the Merger (as defined
in the Merger Agreement)."
2. Section 1 shall be amended by inserting the following at the end of the
definition of "Distribution Date":
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Distribution Date shall not occur, and no holder of any
Rights shall be entitled to exercise such Rights under, or be entitled
to any rights pursuant to, any sections of this Agreement, in any such
case solely by reason of the execution of the Merger Agreement, the
execution of the Stock Option Agreement, the execution of Target
Affiliate Agreements, the execution of the Voting Agreements, the
cancellation and automatic conversion of the Company's Common Stock
into a right to receive a fraction of Acquiror Common Stock, the
cancellation of the Company's Capital Stock, or the consummation of the
Merger."
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3. Section 1 shall be amended by inserting the following at the end of the
definition of "Shares Acquisition Date":
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Shares Acquisition Date shall not occur, and no holder of
any Rights shall be entitled to exercise such Rights under, or be
entitled to any rights pursuant to, any sections of this Agreement, in
any such case solely by reason of the execution of the Merger
Agreement, the execution of the Stock Option Agreement, the execution
of Target Affiliate Agreements, the execution of the Voting Agreements,
the cancellation and automatic conversion of the Company's Common Stock
into a right to receive a fraction of Acquiror Common Stock, the
cancellation of the Company's Capital Stock, or the consummation of the
Merger."
4. Section 7(a) is amended by deleting the word "or" immediately preceding
clause (iii) thereto and inserting immediately following the end of clause (iii)
thereto: "or (iv) immediately prior to the Effective Time (as defined in the
Merger Agreement)."
5. Section 11(a)(ii) shall be amended by inserting the following at the
end thereof:
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a "Section 11(a)(ii) Trigger Date" shall not occur, and no
holder of any Rights shall be entitled to exercise such Rights under, or be
entitled to any rights pursuant to, any sections of this Agreement, in any such
case solely by reason of the execution of the Merger Agreement, the execution of
the Stock Option Agreement, the execution of Target Affiliate Agreements, the
execution of the Voting Agreements, the cancellation and automatic conversion of
the Company's Common Stock into a right to receive a fraction of Acquiror Common
Stock, the cancellation of the Company's Capital Stock, or the consummation of
the Merger."
6. Section 13 shall be amended by inserting the following at the end of
Section 13:
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a "Section 11(a)(ii) Trigger Date" shall not occur, and no
holder of any Rights shall be entitled to exercise such Rights under, or be
entitled to any rights pursuant to, any sections of this Agreement, in any such
case solely by reason of the execution of the Merger Agreement, the execution of
the Stock Option Agreement, the execution of Target Affiliate Agreements, the
execution of the Voting Agreements, the cancellation and automatic conversion of
the Company's Common Stock into a right to receive a fraction of Acquiror Common
Stock, the cancellation of the Company's Capital Stock, or the consummation of
the Merger."
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7. Section 26 shall be amended by replacing the information, beginning
with the words "Copy to" and ending with the words "Attention: Brook Stough",
with the following:
"Copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304
Attention: Kurt Berney"
8. This Amendment shall be deemed effective as of October 25, 1998 as if
executed by both parties hereto on such date. Prior to the termination of the
Merger, this Amendment may not be amended by the Company without the prior
written consent of Acquiror in its sole discretion.
9. This Amendment shall be deemed to be entered into under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
10. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
11. As amended hereby, the Agreement shall remain in full force and
effect.
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QUALIX GROUP, INC.
/s/ Richard G. Thau
By:_________________________________
/s/ James T. Whaley
Attest:______________________________
CHASE MELLON SHAREHOLDER SERVICES, L.L.C.
AS RIGHTS AGENT
/s/ Joseph W. Thatcher
By:_______________________________
Assistant Vice President
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