<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1 TO
FORM 8-A REGISTRATION STATEMENT
TECHNOLOGY SOLUTIONS COMPANY
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3584201
- ----------------------------------------- -------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
205 North Michigan Avenue, Suite 1500,
Chicago, IL 60601
- ----------------------------------------- -------------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of securities
Section 12(b) of the Exchange Act pursuant to Section 12(g) of the
and is effective pursuant to General Exchange Act and is effective
Instruction A.(c), please check pursuant to General Instruction
the following box:[ ] Instruction A.(d), please check the
following box:[x]
Securities Act registration statement file number to which this form relates:
None
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
- -------------------------------------------------------------------------------
(Title of Class)
===============================================================================
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Registrant hereby amends the following items of its Registration
Statement on Form 8-A dated October 29, 1998, as filed with the Securities and
Exchange Commission (the "SEC") on October 29, 1998.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 29, 1998, the Board of Directors of Technology Solutions
Company (the "Company") declared a dividend distribution of one Right for each
outstanding share of the Company's common stock, par value $.01 per share
("Common Stock"), to stockholders of record at the Close of Business on November
9, 1998. Each Right entitles the registered holder to purchase from the Company
a unit consisting of one one-hundredth of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"),
at a Purchase Price of $100 per Unit, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement, dated as of October 29,
1998 as amended by the First Amendment dated as of February 9, 2000 thereto
(collectively, the "Rights Agreement"), between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights certificates will
be distributed. The Rights will separate from the Common Stock and the
Distribution Date will occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date") or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer which, if consummated, would result in a person or group
beneficially owning 15% or more of the outstanding shares of Common Stock.
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, (ii) new Common Stock certificates issued after November 9,
1998, will contain a notation incorporating the Rights Agreement by reference
and (iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
Pursuant to the Rights Agreement, the Company reserves the right to
require prior to the occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on October 29, 2008, unless earlier redeemed by
the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the Close of
Business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise
2
<PAGE> 3
provided in the Rights Agreement, only shares of Common Stock issued prior to
the Distribution Date will be issued with Rights.
In the event that, at any time following the Distribution Date, a
person or group becomes an Acquiring Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock having a value
equal to two times the exercise price of the Right. If an insufficient number of
shares of Common Stock is authorized for issuance, then the Board would be
required to substitute cash, property or other securities of the Company for the
Common Stock. Notwithstanding any of the foregoing, following the occurrence of
the event set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of the event set forth in this paragraph until such
time as the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $100 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $200
worth of Common Stock (or other consideration, as noted above) for $100.
Assuming that the Common Stock had a per share value of $50 at such time, the
holder of each valid Right would be entitled to purchase 4 shares of Common
Stock for $100.
In the event that, at any time following the Stock Acquisition Date (i)
the Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation, (ii) the Company is acquired
in a merger or other business combination transaction in which the Company is
the surviving corporation and all or part of the Common Stock is converted into
securities of another entity, cash or other property, or (iii) 50% or more of
the Company's assets or earning power is sold or transferred, each holder of a
Right (except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
The purchase price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights, options or warrants to subscribe for Preferred Stock or convertible
securities at less than the current market price of the Preferred Stock, or
(iii) upon the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock,
3
<PAGE> 4
the Board of Directors of the Company may exchange the Rights (other than Rights
owned by such person or group which will have become void), in whole or in part,
at an exchange ratio of one share of Common Stock, or one one-hundredth of a
share of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (subject to adjustment and payable in cash,
Common Stock or other consideration deemed appropriate by the Board of
Directors) at any time until ten days following the Stock Acquisition Date.
Immediately upon the action of the Board of Directors authorizing any
redemption, the Rights will terminate and the only right of the holders of
Rights will be to receive the redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
result in the recognition of taxable income by stockholders or the Company,
stockholders may, depending upon the circumstances, recognize taxable income
after a Triggering Event.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding shares of Common
Stock then known to the Company to be beneficially owned by any person or group
of affiliated or associated persons and (ii) 10%, except that from and after
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
A copy of the Rights Agreement is available free of charge from the
Rights Agent. This description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
ITEM 2. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
4.1 Rights Agreement dated as of October 29, 1998 between the
Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Rights Agent"), which includes the Form of
the Certificate of Designation of the Series A Junior
Participating Preferred Stock of the Company as EXHIBIT A, the
Form of Rights Certificate as EXHIBIT B and the Summary of
Rights to Purchase Preferred Stock as EXHIBIT C, is
incorporated herein by reference to Exhibit 4 to the Company's
Current Report on Form 8-K dated October 29, 1998 (file number
0-19433).
4.2 First Amendment, dated as of February 9, 2000, to Rights
Agreement, dated as of October 29, 1998, between the Company
and the Rights Agent.
4
<PAGE> 5
SIGNATURE
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, thereunto duly authorized.
TECHNOLOGY SOLUTIONS COMPANY
Date: February 9, 2000 By: Paul R. Peterson
Name: Paul R. Peterson
Title: Senior Vice President,
General Counsel and Secretary
5
<PAGE> 6
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
4.1 Rights Agreement dated as of October 29, 1998 between the
Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Rights Agent"), which includes the Form of
the Certificate of Designation of the Series A Junior
Participating Preferred Stock of the Company as EXHIBIT A, the
Form of Rights Certificate as EXHIBIT B and the Summary of
Rights to Purchase Preferred Stock as EXHIBIT C, is
incorporated herein by reference to Exhibit 4 to the Company's
Current Report on Form 8-K dated October 29, 1998 (file number
0-19433).
4.2 First Amendment, dated as of February 9, 2000, to Rights
Agreement, dated as of October 29, 1998, between the Company
and the Rights Agent.
<PAGE> 1
EXHIBIT 4.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
First Amendment, dated as of February 9, 2000 (this
"Amendment"), to Rights Agreement, dated as of October 29, 1998 (the "Rights
Agreement"), between Technology Solutions Company, a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited
liability company (the "Rights Agent").
W I T N E S S E T H :
WHEREAS, the Board of Directors of the Company, at a meeting
held on January 26, 2000 and based in part on the recommendation of the
Company's legal advisors, has determined that it is advisable and in the best
interest of the Company to amend the Rights Agreement as set forth below;
WHEREAS, at the date of this Amendment, the Distribution Date
has not occurred and there is no Acquiring Person; and
1
<PAGE> 2
WHEREAS, in compliance with Section 27 of the Rights
Agreement, the Company and the Rights Agent are willing to amend the Rights
Agreement as hereinafter set forth and the Company and the Rights Agent have
each executed and delivered this Amendment.
NOW, THEREFORE, in consideration of the Rights Agreement and
the premises and mutual agreements herein set forth, the parties hereby agree as
follows:
1. The second sentence of Section 1(a) of the Rights Agreement
is hereby amended and restated to read as follows:
Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of an acquisition of shares
of Common Stock by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of
shares beneficially owned by such Person to 15% or more of the
shares of Common Stock then outstanding; provided, however,
that if a Person shall become the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding by reason
of share purchases by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner of any
additional shares of Common Stock (other than pursuant to a
dividend or distribution paid or made by the Company on the
outstanding Common Stock or pursuant to a split or subdivision
of the outstanding Common Stock), then such Person shall be
deemed to be an "Acquiring Person".
2. The last paragraph of Section 1 of the Rights Agreement is
hereby amended by moving the word "and" appearing immediately before clause
(xxii) to immediately before clause (xxi) and deleting clause (xxii) in its
entirety.
3. Section 2 of the Rights Agreement is hereby amended by
adding the following sentence at the end thereof:
The Rights Agent shall have no duty to supervise, and in no
event shall be liable for, the acts or omissions of any such
co-Rights Agent.
4. The first sentence of Section 3(a) of the Rights Agreement
is hereby amended and restated to read as follows:
2
<PAGE> 3
Until the earlier of (i) the Close of Business on the tenth
day after the Stock Acquisition Date (or, if the tenth day
after the Stock Acquisition Date occurs before the Record
Date, the Close of Business on the Record Date) or (ii) the
Close of Business on the tenth Business Day (or such later
date as may be determined by action of the Board of Directors
of the Company prior to such time as any Person becomes an
Acquiring Person) after the date that a tender or exchange
offer by any Person (other than the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or of
any Subsidiary of the Company, or any Person organized,
appointed or established by the Company for or pursuant to the
terms of any such plan) is first published or sent or given
within the meaning of Rule 14d-2(a) of the General Rules and
Regulations under the Exchange Act, if upon consummation
thereof, such Person would be the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding (the
earlier of (i) and (ii) being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraph (b) of this Section 3)
by the certificates for the Common Stock registered in the
names of the holders of the Common Stock (which certificates
for Common Stock shall be deemed also to be certificates for
Rights) and not by separate certificates and (y) the Rights
will be transferable only in connection with the transfer of
the underlying shares of Common Stock (including a transfer to
the Company).
5. Section 6(a) of the Rights Agreement is hereby amended by
adding the following sentence at the end thereof:
The Rights Agent shall have no duty or obligation to take any
action under any Section of this Agreement which requires the
payment by a Rights holder of applicable taxes and
governmental charges unless and until the Rights Agent is
satisfied that all such taxes and/or charges have been paid.
6. Section 11(o) of the Rights Agreement is hereby amended by
inserting the phrase ", Section 24" immediately after the phrase "Section 23".
7. Section 13(a) of the Rights Agreement is hereby amended by
deleting each occurrence of the phrase "or during the pendency of a 180 Day
Period".
8. Section 13(d) of the Rights Agreement is hereby deleted and
Section 13(e) of the Rights Agreement is hereby redesignated as Section 13(d).
3
<PAGE> 4
9. Section 14 of the Rights Agreement is hereby amended by
adding Section 14(e), which shall read as follows:
(e) The Rights Agent shall have no duty or obligation with
respect to this Section 14 and Section 24(e) unless and until
it has received specific instructions (and sufficient cash, if
required) from the Company with respect to its duties and
obligations under such Sections.
10. Section 18(a) of the Rights Agreement is hereby amended
(i) by adding the phrase "(each as finally determined by a court of competent
jurisdiction)" immediately after the word "misconduct" and (ii) by adding the
word "punitive," immediately after the word "indirect,".
11. Section 20(c) of the Rights Agreement is hereby amended by
adding the phrase "(each as finally determined by a court of competent
jurisdiction)" immediately after the word "misconduct".
12. Section 23(c) of the Rights Agreement is hereby deleted.
13. The third occurrence of the word "such" appearing in
Section 27 of the Rights Agreement and the last sentence of Section 27 of the
Rights Agreement are hereby deleted.
14. The first sentence of the first paragraph appearing on
page B-2 of the form of Rights Certificate attached as Exhibit B to the Rights
Agreement is hereby amended by inserting the phrase ", as the same may be
amended from time to time" immediately after the first occurrence of the phrase
"October 29, 1998".
15. The third full paragraph appearing on page B-3 of the form
of Rights Certificate attached as Exhibit B to the Rights Agreement is hereby
amended by deleting the
4
<PAGE> 5
sentence "Under certain circumstances set forth in the Rights Agreement, the
Rights may not be redeemed for a period of one hundred eighty days (180)."
16. The last sentence of the first paragraph of the Summary of
Rights to Purchase Preferred Stock attached as Exhibit C to the Rights Agreement
is hereby amended and restated to read as follows:
The description and terms of the Rights are set forth in a
Rights Agreement, dated as of October 29, 1998 as amended by
the First Amendment dated as of February 9, 2000 thereto
(collectively, the "Rights Agreement"), between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
17. The second paragraph of the Summary of Rights to Purchase
Preferred Stock attached as Exhibit C to the Rights Agreement is hereby amended
and restated to read as follows:
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights certificates will be distributed. The Rights
will separate from the Common Stock and the Distribution Date
will occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the "Stock
Acquisition Date") or (ii) 10 business days (or such later
date as may be determined by action of the Board of Directors
prior to such time as any person or group becomes an Acquiring
Person) following the commencement of a tender offer or
exchange offer which, if consummated, would result in a person
or group beneficially owning 15% or more of the outstanding
shares of Common Stock.
18. The ninth paragraph of the Summary of Rights to Purchase
Preferred Stock attached as Exhibit C to the Rights Agreement is amended by
deleting the phrase "or during the pendency of a 180 day period".
19. The last sentence of the thirteenth paragraph of the
Summary of Rights to Purchase Preferred Stock attached as Exhibit C to the
Rights Agreement is hereby deleted.
5
<PAGE> 6
20. The last sentence of the fifteenth paragraph of the
Summary of Rights to Purchase Preferred Stock attached as Exhibit C to the
Rights Agreement is hereby deleted.
21. This Amendment shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by and
construed with in accordance with the laws of such State applicable to contracts
to be made and performed entirely within such State.
22. This Amendment may be executed in two or more
counterparts, each of which shall for all purposes be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
23. Any capitalized term used herein without definition shall
have the meaning specified in the Rights Agreement.
24. Except as otherwise expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify, amend or in any
other manner affect any of the terms, conditions, obligations, covenants or
agreements contained in the Rights Agreement, all of which are hereby ratified
and confirmed in all respects and shall continue in full force and effect.
6
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and year first
above written.
Attest: Technology Solutions Company
By: /s/ Paul R. Peterson By: /s/ Timothy P. Dimond
-------------------------------- ----------------------------------
Name: Paul R. Peterson Name: Timothy P. Dimond
Title: Secretary and General Title: Senior Vice President and
Counsel Chief Financial Officer
Attest: ChaseMellon Shareholder Services, L.L.C.
By: /s/ Lynore A. LeCouche By: /s/ Lee Tinto
--------------------------------- -----------------------------------
Name: Lynore A. LeCouche Name: Lee Tinto
Title: Vice President Title: Vice President
7
