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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATAWARE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 06-1232140
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
ONE CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02141
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box.[ ] the following box. [X]
Securities Act registration statement file number to which this form relates:
NOT APPLICABLE
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(If applicable)
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
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NONE NOT APPLICABLE
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Securities to be registered pursuant to Section 12(g) of the Act:
JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 28, 1996, the Board of Directors of Dataware Technologies, Inc.
(the "Company") adopted a Shareholder Rights Plan and declared a dividend
distribution of one share purchase right (a "Right") for each outstanding share
of the Company's common stock, $0.01 par value per share (the "Common Stock"),
to stockholders of record at the close of business on July 8, 1996. Each right
entitles the record holder to purchase from the Company one one-hundredth of a
share (a "Unit") of the Company's Series A Junior Participating Preferred Stock,
$0.01 par value per share (the "Preferred Shares"), at a price of $30.00 per
Unit (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement between the Company and
American Stock Transfer & Trust Company (the "Rights Agent"), which was executed
as of July 8, 1996 and amended as of April 14, 1997 (as so amended, the "Rights
Agreement"). The Rights will expire on July 8, 2006 (the "Final Expiration
Date"), unless earlier redeemed by the Company as described below.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with, and only with, such Common
Stock certificates, and the Company will distribute no separate rights
certificate ("Rights Certificates"), and (ii) the surrender for transfer of any
certificate for Common Stock outstanding will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.
The Rights will become exercisable, and transferable apart from the shares of
Common Stock, on the Distribution Date, which will be the earliest of (i) the
date ten days after the date of a public announcement that a person or group has
acquired beneficial ownership of 15% or more of the outstanding shares of Common
Stock, or (ii) the close of business on the tenth business day after
commencement of a tender or exchange offer which, upon its consummation, would
result in a person or group beneficially owning 15% or more of the outstanding
shares of Common Stock. As soon as practicable after the Distribution Date, the
Rights Agent will send to the record holders of the Common Stock on the
Distribution Date one or more Rights Certificates, which will thereafter
evidence the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
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rights as a stockholder of the Company, including, without limitation, the right
to vote, to receive dividends or distributions, any preemptive rights, or the
right to participate in or receive any notice of proceedings of the Company.
In the event that, after the Distribution Date, any person or group becomes
the beneficial owner of 15% or more of the outstanding Common Stock (an
"Acquiring Person"), then each holder of a Right other than the Acquiring Person
will thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the Purchase Price of the Right. The Rights,
however, will not be so exercisable until after they are no longer redeemable by
the Company. These provisions providing for the purchase of Common Stock under
these circumstances are hereinafter referred to as "Flip-in Provisions."
Holders of Rights shall have no right to purchase shares of Common Stock on
terms described in the Flip-in Provisions when an Acquiring Person has acquired
shares of Common Stock (i) pursuant to a tender offer or exchange offer for all
outstanding shares of Common Stock at a price and on terms determined, by at
least a majority of the Company's "Continuing Directors" (as defined in the
Rights Agreement) who are not
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officers of the Company and are not affiliated with the Acquiring Person, after
receiving advice from at least one investment banking firm, to be fair to
stockholders and in the interest of stockholders and the Company, or (ii)
pursuant to a tender offer by an Acquiring Person that is made in the manner
prescribed by Section 14(d) of the Securities Exchange Act of 1934, as amended,
provided that (A) such tender offer shall provide for the acquisition of all
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Common Stock outstanding for cash, and (B) such tender offer, when consummated,
shall cause the Acquiring Person to beneficially own 80% or more of the Common
Stock then outstanding.
In addition, if, after the acquisition of beneficial ownership of 15% or
more of the outstanding shares of Common Stock of the Company (a "Stock
Acquisition Date"), the Company is acquired in certain specified mergers or
other business combination transactions or if 50% or more of the assets or
earning power of the Company and its subsidiaries are sold, each holder of a
Right (except Rights held by an Acquiring Person which previously have been
voided) shall thereafter have the right to receive, upon exercise, shares of the
common stock of the acquiring company (the "Acquiring Company") having a value
equal to two times the Purchase Price of the Right. These provisions providing
for the purchase of common stock of the Acquiring Company are hereinafter
referred to as "Flip-over Provisions." Holders of Rights shall have no right to
purchase shares of the common stock of an Acquiring Company on terms described
in the Flip-over Provisions if (i) the Acquiring Company has acquired shares of
Common Stock pursuant to a tender offer or exchange offer for all outstanding
shares of Common Stock at a price and on terms determined, by at least a
majority of the Company's "Continuing Directors" (as defined in the Rights
Agreement) who are not officers of the Company and are not affiliated with the
Acquiring Company, after receiving advice from at least one investment banking
firm, to be fair to stockholders and in the interest of stockholders and the
Company, (ii) the price per share of Common Stock offered in such transaction is
not less than the price per share of Common Stock paid to all holders of shares
of Common Stock whose shares were purchased pursuant to such tender offer or
exchange offer, and (iii) the form of consideration being offered to the
remaining holders of shares of Common Stock pursuant to such transaction is the
same as the form of consideration paid pursuant to such tender offer or exchange
offer.
The Board may redeem all, but not less than all, of the Rights at $0.001
per Right (the "Redemption Price") at any time prior to the earliest of (i) the
expiration of ten days after the Stock Acquisition Date, and (ii) the Final
Expiration Date. Upon redemption by the Board, the Rights will terminate and
the only right of the holders of the Rights will be to receive the Redemption
Price.
No supplement or amendment to the Rights Agreement may be made to change
the Redemption Price, the Final Expiration Date, the Purchase Price, or the
number of shares of Common Stock for which a Right is exercisable. Prior to the
Distribution Date, however, the Company may amend or supplement any other terms
of the Rights Agreement. After the Distribution Date, so long as the change
does not adversely affect the interests of the holders of Rights Certificates
(other than an Acquiring Person or an Affiliate or Associate of an Acquiring
Person), the Company may amend or supplement any terms of the Rights Agreement,
other than those specified in the first sentence of this paragraph, with the
exception that the Company may not lengthen (i) a time period relating to when
the Rights may be redeemed at such time as the
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Rights are not then redeemable, or (ii) any other time period unless such
lengthening is for the purpose of protecting, enhancing or clarifying the rights
or benefits of the holders of the Rights.
The Purchase Price payable, the number of Preferred Shares or other
securities or property issuable upon exercise of the Rights, and the number of
Rights outstanding are subject to adjustment from time to time by the Company to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii) upon the grant to
holders of the Preferred Shares of certain rights or warrants to subscribe for
or purchase Preferred Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than the then current market
price of the Preferred Shares, or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness or assets or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Stock or a stock dividend
on shares of Common Stock payable in shares of Common Stock, or consolidations
or combinations of the shares of Common Stock occurring, in any such case, prior
to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price.
The Rights Agreement, which is contained in the exhibits hereto, is
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to the Rights Agreement and such exhibits
thereto.
ITEM 2. EXHIBITS.
1. Rights Agreement between Dataware Technologies, Inc. and American
Stock Transfer & Trust Company, as Rights Agent, dated July 8,
1996, filed as an exhibit to the Company's Current Report on
Form 8-K (File No. 0-21860) on July 18, 1996, and incorporated
herein by reference.
2. First Amendment to the Rights Agreement, dated April 14, 1997,
filed as an exhibit to the Company's Current Report on Form 8-K
(File No. 0-21860) on April 17, 1997, and incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
DATAWARE TECHNOLOGIES, INC.
Dated: March 6, 1998 By: /s/ Michael Gonnerman
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Michael Gonnerman
Principal Accounting and Financial
Officer (acting)
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