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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Shared Medical Systems Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 23-1704148
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
51 Valley Stream Parkway, Malvern, Pennsylvania 19355
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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 securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following box. A.(d), please check the following box.
[_] [X]
Securities Act registration statement file number to which this form
relates:___________
(If applicable)
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:
Rights to Purchase Series A Junior Participating Preferred Stock
(Title of Class)
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This Form 8-A/A amends the Form 8-A filed by Shared Medical Systems
Corporation (the "Company") on May 15, 1991, relating to the Company's
shareholder rights plan.
Item 1. Description of Registrant's Securities to be Registered.
The Company and Pittsburgh National Bank, as rights agent, entered into the
Rights Agreement, dated as of May 1, 1991 (the "Original Rights Agreement"). The
Company and ChaseMellon Shareholder Services, L.L.C. (successor rights agent to
Pittsburgh National Bank), as rights agent, entered into Amendment No. 1 to
Rights Agreement, dated as of March 27, 2000 ("Amendment No. 1"). Amendment No.
1 provided for a restatement of the Original Rights Agreement, as amended by
Amendment No. 1.
Amendment No. 1 deletes the requirement in the Original Rights Agreement
that certain actions be authorized by "Continuing Directors" (as defined in the
Original Rights Agreement), and substitutes therefor a requirement that such
actions be approved by the Company's Board of Directors.
The foregoing description of the amendment to the Company's rights plan is
qualified in its entirety by reference to Amendment No. 1 and the Amended and
Restated Rights Agreement, copies of which are filed as exhibits to the
Company's Current Report on Form 8-K dated March 27, 2000
Item 2. Exhibits
1. Amendment No. 1 to Rights Agreement, dated as of March 27,
2000, between Shared Medical Systems Corporation and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent.*
2. Amended and Restated Rights Agreement dated as of March 27,
2000 between Shared Medical Systems Corporation and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent,
including the exhibits thereto, including Exhibit C thereto,
the Form of Rights Certificate.*
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* Incorporated by reference to the Company's Current Report on Form 8-K dated
March 27, 2000, Exhibits 4.1 and 4.2, respectively.
SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
SHARED MEDICAL SYSTEMS CORPORATION
Date: March 28, 2000 By: /s/ Terrence W. Kyle
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Terrence W. Kyle
Senior Vice President,
Chief Financial Officer,
Treasurer and Assistant
Secretary
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EXHIBIT INDEX
Exhibit No. Description
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1. Amendment No. 1 to Rights Agreement, dated as of March 27,
2000, between Shared Medical Systems Corporation and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent.*
2. Amended and Restated Rights Agreement dated as of March 27,
2000 between Shared Medical Systems Corporation and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent,
including the exhibits thereto, including Exhibit C thereto,
the Form of Rights Certificate.*
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* Incorporated by reference to the Company's Current Report on Form 8-K dated
March 27, 2000, Exhibits 4.1 and 4.2, respectively.
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