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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INFOUSA INC.
(Exact name of registrant as specified in its charter)
DELAWARE 47-0751545
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5711 SOUTH 86TH CIRCLE
OMAHA, NEBRASKA 68127
(Address of principal executive offices) (Zip Code)
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
NONE N/A
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d) check the following box. [X]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
N/A
(if applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
SERIES A PREFERRED SHARE PURCHASE RIGHTS
(FORMERLY SERIES B PREFERRED SHARE PURCHASE RIGHTS)
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
infoUSA, Inc. (the "Company") hereby amends and restates in its
entirety the Registration Statement on Form 8-A relating to the Company's
Preferred Share Purchase Rights, filed by the Company on August 6, 1997, and
amended on October 6, 1997.
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Background
On July 21, 1997 the Company entered into a Preferred Shares Rights
Agreement (the "Rights Agreement") between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent (the "Rights Agent"). Pursuant to the Rights
Agreement, the Company's Board of Directors declared a dividend of one right (a
"Right") to purchase one one-thousandth of a share of the Company's Series A
Participating Preferred Stock ("Series A Preferred") for each outstanding share
of Common Stock, $0.0025 par value ("Common Shares"), of the Company. The
dividend was payable on August 14, 1997 (the "Record Date") to stockholders of
record as of the close of business on that day. Each Right entitled the
registered holder to purchase from the Company one one-thousandth of a share of
Series A Preferred at an exercise price of $120.00 (the "Purchase Price"),
subject to adjustment.
On October 3, 1997, the Company (i) reclassified its Common Stock as
Class B Common Stock, par value $.0025 per share (the "Class B Common
Stock"),(ii) authorized a new class of common stock designated Class A Common
Stock, par value $.0025 per share, (iii) declared a dividend of one share of
Class A Common Stock for every outstanding share of Class B Common Stock, (iv)
reclassified its Series A Preferred Stock authorized theretofore as Series B
Preferred Stock par value $.0025 per share (the "Series B Preferred Shares"),
(v) amended the Rights Agreement as the Amended and Restated Series B Preferred
Shares Rights Agreement (the " Series B Rights Agreement"), and (vi) adjusted
the exercise price for the Rights to $60.00 (the "Purchase Price").
On October 21, 1999, the Company (i) authorized a new class of common
stock, designated as Common Stock (the "Reclassified Common Stock"), (ii)
combined and reclassified the Company's Class A and Class B Common Stock into
the Reclassified Common Stock on a one-for-one basis, (iii) combined and
reclassified the Company's Series A Preferred Stock and Series B Preferred Stock
into a single class designated Series A Preferred Stock ("Reclassified Series A
Preferred") on a one-for- one basis, (iv) established the rights, powers and
limitations of the Reclassified Common Stock and Reclassified Series A
Preferred, and (v) combined the Series A Rights Agreement with and into the
Series B Rights Agreement and in connection therewith amended the Series B
Rights Agreement as the Amended and Restated Preferred Shares Rights Agreement,
under which each Right represents the right to purchase one one-thousandth of a
share of the Company's Reclassified Series A Preferred for each outstanding
share of Reclassified Common Stock,
The shares of Reclassified Common Stock are referred to herein as
"Common Shares," the Reclassified Series A Preferred is referred to herein as
"Series A Preferred," and the Amended and Restated Preferred Shares Rights
Agreement is referred to herein as the "Rights Agreement."
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The following summary of the principal terms of the Rights Agreement is
a general description only and is subject to the detailed terms and conditions
of the Rights Agreement. A copy of the Rights Agreement is filed as Exhibit 3 to
this Registration Statement and is incorporated herein by reference.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date (defined
below). Certificates for the Rights ("Rights Certificates") will not be sent to
shareholders and the Rights will attach to and trade only together with the
Common Shares. Accordingly, Common Share certificates outstanding on the Record
Date evidence the Rights related thereto, and Common Share certificates issued
after the Record Date contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender or transfer of any certificates for Common Shares,
outstanding as of the Record Date, even without notation or a copy of the
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate.
Distribution Date
The Rights will separate from the Common Shares, Rights Certificates
will be issued and the Rights will become exercisable 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 Common
Shares, or (ii) 10 business days (or such later date as may be determined by the
Board of Directors) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 15% or more of
the outstanding Common Shares. The earlier of such dates is referred to as the
"Distribution Date."
Notwithstanding the foregoing, "Acquiring Person" shall not include
Vinod Gupta, the Company's Chairman of the Board and Chief Executive Officer,
nor any entity controlled by or established for the benefit of Mr. Gupta or any
member of his immediate family (together, "Exempted Person"), and the possession
by an Exempted Person of 15% or more of the Company's Common Shares or
acquisition of an Exempted Person of any additional Common Shares of the Company
shall in no case cause a Distribution Date to occur.
Issuance of Rights Certificates; Expiration of Rights
As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date. The Rights
will expire on the earliest of (i) July 21, 2007 (the "Final Expiration Date")
or (ii) redemption of the Rights as described below.
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Exercise of the Rights
Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of the Purchase Price, one one-thousandth of a share of
the Series A Preferred.
Right to Buy Company Common Shares
Unless the Rights are earlier redeemed, in the event that an Acquiring
Person becomes the beneficial owner of 15% or more of the Company's Common
Shares then outstanding, then proper provision will be made so that each holder
of a Right which has not theretofore been exercised (other than Rights
beneficially owned by the Acquiring Person or any affiliate of the Acquiring
Person, which will thereafter be null and void) will thereafter have the right
to receive, upon exercise, Common Shares having a value equal to two times the
Purchase Price. In the event that the Company does not have sufficient Common
Shares available for all Rights to be exercised, or the Board decides that such
action is necessary and not contrary to the interests of Rights holders, the
Company may instead substitute cash, assets or other securities for the Common
Shares for which the Rights would have been exercisable.
Right to Buy Acquiring Company Stock
Similarly, unless the Rights are earlier redeemed, in the event that,
after an Acquiring Person becomes the beneficial owner of 15% or more of the
Company's Common Shares then outstanding, (i) the Company is acquired in a
merger or other business combination transaction, or (ii) 50% or more of the
Company's consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business), proper provision must be made
so that each holder of a Right which has not theretofore been exercised (other
than Rights beneficially owned by the Acquiring Person or any affiliate of the
Acquiring Person, which will thereafter be null and void) will thereafter have
the right to receive, upon exercise, shares of common stock of the acquiring
company having a value equal to two times the Purchase Price.
Redemption
At any time on or prior to the close of business on the earlier of (i)
the date of acquisition by an Acquiring Person of beneficial ownership of 15% or
more of the Company's Common Shares, or (ii) the Final Expiration Date of the
Rights, the Company may redeem the Rights in whole, but not in part, at a price
of $0.001 per Right.
Adjustments to Prevent Dilution
The Purchase Price payable, the number of Rights, and the number of
Series A Preferred or Common Shares or other securities or property issuable
upon exercise of the Rights are subject to adjustment from time to time in
connection with the dilutive issuances by the Company as set forth in the Rights
Agreement. With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.
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Cash Paid Instead of Issuing Fractional Shares
No fractional portion less than integral multiples of one Common Share
or one one-thousandth of a share of Series A Preferred will be issued upon
exercise of a Right and in lieu thereof, an adjustment in cash will be made
based on the market price of the security to be so issued on the last trading
date prior to the date of exercise.
No Stockholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
Amendment of Rights Agreement
The provisions of the Rights Agreement may be supplemented or amended
by the Board of Directors in any manner prior to the close of business on the
date the Rights separate from the Common Shares and become exercisable. After
such date, the provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, defect or inconsistency, to make changes which do
not adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
Rights and Preferences of the Series A Preferred
Series A Preferred purchasable upon exercise of the Rights will not be
redeemable. Each share of Series A Preferred will be entitled to an aggregate
dividend of 1,000 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Series A Preferred will be entitled to 1,000
times the amount paid per Common Share plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment. Each share of Series A Preferred will have 1,000 votes, voting
together with the Common Shares. These rights are protected by customary
anti-dilution provisions.
Because of the nature of the dividend, liquidation and voting rights of
the shares of Series A Preferred, the value of the one one-thousandth interest
in a share of Series A Preferred purchasable upon exercise of each Right should
approximate the value of one Common Share.
Certain Anti-takeover Effects
The Rights approved by the Board are designed to protect and maximize
the value of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquiror to take over the Company, in a manner or on
terms not approved by the Board of Directors. Takeover attempts frequently
include coercive tactics to deprive the Company's Board of Directors and its
stockholders of any real opportunity to determine the destiny of the Company.
The Rights have been declared by the Board in order to deter such tactics,
including a gradual accumulation of shares in the
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open market of a 15% or greater position to be followed by a merger or a partial
or two-tier tender offer that does not treat all stockholders equally. These
tactics unfairly pressure stockholders, squeeze them out of their investment
without giving them any real choice and deprive them of the full value of their
shares.
The Rights are not intended to prevent a takeover of the Company and
will not do so. The Rights may be redeemed by the Company at $0.001 per Right
within ten days after the accumulation of 15% or more of the Company's shares by
a single acquirer or group. Accordingly, the Rights should not interfere with
any merger or business combination approved by the Board of Directors.
Issuance of the Rights does not in any way weaken the financial
strength of the Company or interfere with its business plans. The issuance of
the Rights themselves has no dilutive effect, will not affect reported earnings
per share, should not be taxable to the Company or to its shareholders, and will
not change the way in which the Company's shares are presently traded. The
Company's Board of Directors believes that the Rights represent a sound and
reasonable means of addressing the complex issues of corporate policy created by
the current takeover environment.
However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of
Directors. The Rights may cause substantial dilution to a person or group that
attempts to acquire the Company on terms or in a manner not approved by the
Company's Board of Directors, except pursuant to an offer conditioned upon the
negation, purchase or redemption of the Rights.
ITEM 2. EXHIBITS.
1. Certificate of Incorporation of infoUSA Inc., as amended through
October 22, 1999
2. Amended Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock of infoUSA Inc.
3. Amended and Restated Preferred Shares Rights Agreement, dated as of
October 22, 1999 between infoUSA Inc. and Norwest Bank Minnesota, N.A.,
including the Certificate of Designation, the form of Rights
Certificate and the Summary of Rights attached thereto as Exhibits A, B
and C, respectively.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: March 20, 2000 infoUSA INC.
By: /s/ STORMY L. DEAN
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Stormy L. Dean
Controller and Acting Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
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<S> <C> <C>
1 CERTIFICATE OF INCORPORATION OF INFOUSA INCORPORATED BY REFERENCE TO EXHIBIT 1
INC., AS AMENDED THROUGH OCTOBER 22, TO THE COMPANY'S REGISTRATION
1999 STATEMENT ON FORM 8-A RELATING TO ITS
COMMON STOCK, AS AMENDED, FILED
MARCH 20, 2000 (FILE NO. 000-19598)
2 AMENDED CERTIFICATE OF DESIGNATION OF INCORPORATED BY REFERENCE TO EXHIBIT 2
RIGHTS, PREFERENCES AND PRIVILEGES OF TO THE COMPANY'S REGISTRATION
SERIES A PARTICIPATING PREFERRED STOCK OF STATEMENT ON FORM 8-A RELATING TO ITS
INFOUSA INC. COMMON STOCK, AS AMENDED, FILED
MARCH 20, 2000 (FILE NO. 000-19598)
3 AMENDED AND RESTATED PREFERRED SHARES INCORPORATED BY REFERENCE TO EXHIBIT 3
RIGHTS AGREEMENT, DATED AS OF OCTOBER TO THE COMPANY'S REGISTRATION
22, 1999 BETWEEN INFOUSA INC. AND STATEMENT ON FORM 8-A RELATING TO ITS
NORWEST BANK MINNESOTA, N.A., INCLUDING COMMON STOCK, AS AMENDED, FILED
THE CERTIFICATE OF DESIGNATION, THE FORM OF MARCH 20, 2000 (FILE NO. 000-19598)
RIGHTS CERTIFICATE AND THE SUMMARY OF
RIGHTS ATTACHED THERETO AS EXHIBITS A, B
AND C, RESPECTIVELY.
</TABLE>
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