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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
VMARK SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2818132
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(State of incorporation or organization) (IRS Employee
Identification No.)
50 Washington St., Westboro, Massachusetts 01581
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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 debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1)please check the effectiveness of a concurrent
following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
JUNIOR PREFERRED STOCK PURCHASE RIGHTS (AMENDED)
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(Title of each class to be so registered)
(Name of each exchange on which each class is to be registered):
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On June 6, 1996, the Board of Directors of VMARK Software, Inc. (the
"Company") declared a dividend of one purchase right ("Right") for every
outstanding share of the Company's common stock, $.01 par value. The terms of
the Rights are set forth in a Rights Agreement dated as of June 12, 1996 (the
"Rights Agreement") between the Company and State Street Bank and Trust Company,
and are described in the Form 8-A filed by the Company with regard to the Junior
Preferred Stock Purchase Rights on July 17, 1996 (the "July 17, 1996 8-A"). A
copy of the Rights Agreement (including as exhibits the form of Rights
Certificate and the Summary of Rights) is attached as an exhibit to the July 17,
1997 8-A. The description of the Rights contained in the July 17, 1997 8-A does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated therein and herein by reference.
The Rights Agreement has been amended by a First Amendment to Rights
Agreement dated as of September 30, 1997 (the "Amendment"). The Amendment has
the effect of exempting certain persons and entities from the definition of
"Acquiring Person," which exemption effectively allows such persons and entities
to acquire or obtain the rights to acquire beneficial ownership of 15% or more
of the outstanding shares of the Common Stock of the Company. Such exemption may
not apply upon the occurrence of certain specified events set forth within the
Amendment. The description of the Amendment contained herein does not purport to
be complete and is qualified in its entirety by reference to the Amendment,
which is incorporated herein by reference.
Item 2. EXHIBITS
1. Rights Agreement, dated as of June 12, 1996 (the "Rights Agreement")
between VMARK Software, Inc. and State Street Bank and Trust Company,
as Rights Agent. (1)
2. Form of Certificate of Designations, Rights, Preferences and
Privileges of the Series A Junior Preferred Stock, par value $.01 per
share, of the Company (attached as Exhibit A to the Rights Agreement).
(1)
3. Form of Rights Certificate (attached as Exhibit B to the Rights
Agreement). (1)
4. Summary of Rights (attached as Exhibit C to the Rights Agreement). (1)
5. First Amendment to Rights Agreement dated as of September 30, 1997.
(2)
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(1) Incorporated by reference to the exhibit filed with the Company's Form
8-A dated July 17, 1997.
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(2) Incorporated by reference to the exhibit filed with the Company's Form
10-Q dated November 12, 1997.
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, thereto duly authorized.
VMARK SOFTWARE, INC.
Dated: November 18, 1997 By: /s/ Charles F. Kane
Name: Charles F. Kane
Title: V.P. Finance, CFO
and Treasurer
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