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FORM 8-A/A-2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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-2 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, as previously amended by Form 8-A/A filed by the
Company on March 28, 2000.
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, as amended by the Company and
ChaseMellon Shareholder Services, L.L.C. (successor rights agent to Pittsburgh
National Bank), by Amendment No. 1 to Rights Agreement, dated as of March 27,
2000. Effective as of May 1, 2000, the Company and ChaseMellon Shareholder
Services, L.L.C. entered into Amendment No. 2 to the Rights Agreement
("Amendment No. 2") which provides that, notwithstanding any other provision of
the Rights Agreement, neither the execution and delivery of the Agreement and
Plan of Merger, by and among the Company, Siemens Corporation and Autobahn
Acquisition Corporation, dated as of April 30, 2000, as the same may be amended
from time to time, nor the performance thereof in accordance with its terms, nor
any of the transactions contemplated thereby, shall cause Siemens Corporation or
Autobahn Acquisition Corporation (or any Affiliate or Associate of either of
them) to become an Acquiring Person or an Adverse Person or cause a Distribution
Date or constitute or cause a Triggering Event, or otherwise result in the grant
of any Rights to any person under the Rights Agreement or require any
outstanding Rights to be exercised, distributed or triggered. Amendment No. 2
also amends certain provisions concerning the Rights Agent. (Capitalized terms
used have the same respective meanings as in the Rights Agreement.)
The foregoing description of the amendment to the Company's rights plan is
qualified in its entirety by reference to Amendment No. 2, a copy of which is
filed as an exhibit to the Company's Current Report on Form 8-K dated May 1,
2000.
Item 2. Exhibits
1. Amendment No. 2 to Rights Agreement, dated as of May 1,
2000, between Shared Medical Systems Corporation and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent.*
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* Incorporated by reference to Exhibit 4.1 to the Company's Current Report on
Form 8-K dated May 1, 2000.
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: May 9, 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. 2 to Rights Agreement, dated as of May 1,
2000, between Shared Medical Systems Corporation and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent.*
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* Incorporated by reference to Exhibit 4.1 to the Company's Current Report on
Form 8-K dated May 1, 2000.
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