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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
VIASOFT, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 94-2892506
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
3033 NORTH 44TH STREET, PHOENIX, ARIZONA 85018
(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 Not Applicable
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
section12(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 (if applicable):
None
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
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Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the Registration Statement on Form 8-A filed with
the Securities and Exchange Commission by the Company on April 23, 1998 (the
"Form 8-A"). The Form 8-A relates to the preferred share purchase rights (the
"Rights") of the Company and the Rights Agreement between the Company and Harris
Trust and Savings Bank, as Rights Agent, dated April 20, 1998 (the "Rights
Agreement"). The Form 8-A is hereby incorporated by reference.
On July 14, 1999, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Compuware Corporation, a Michigan
corporation, and CV Acquisition, Inc., a Delaware corporation and wholly-owned
subsidiary of Compuware ("Purchaser"). The Merger Agreement provides, subject to
certain conditions, for the commencement by Purchaser of an all-cash tender
offer (the "Offer") for all of the outstanding shares of the Company's Common
Stock, $0.001 par value ("Common Shares"), including the associated Rights, and
for the subsequent merger of Purchaser with and into the Company (the "Merger").
Prior to the execution and delivery of the Merger Agreement, the Company's Board
of Directors approved an Amendment to Rights Agreement between the Company and
Harris Trust and Savings Bank, as Rights Agent, dated as of July 14, 1999
("Rights Agreement Amendment").
The Rights Agreement Amendment provides, among other things, that no
person shall be or become an Acquiring Person (as defined in the Rights
Agreement) by reason of the execution and delivery of the Merger Agreement, the
Shareholder Voting and Tender Agreement entered into by the Company and its
directors and executive officers in connection therewith (the "Shareholder
Agreement") or any amendment thereto, or any purchase of Common Shares pursuant
to the Offer. The Rights Plan Amendment also provides that the time period
during which Rights may be exercised by the registered holder thereof following
the Distribution Date (as defined in the Rights Agreement) will expire on the
earliest of (i) the earlier of (1) the consummation of the Offer or (2) the
close of business on the Final Expiration Date (as defined in the Rights
Agreement), or (ii) the time at which the right to exercise the Rights otherwise
terminates pursuant to the Rights Agreement. The Rights Agreement Amendment
further provides that a Shares Acquisition Date (as defined in the Rights
Agreement) shall not be deemed to have occurred solely by reason of the public
announcement, public disclosure, execution and delivery or amendment of the
Offer, the Merger, the Merger Agreement or the Shareholder Agreement and the
transactions contemplated thereby.
The Rights Agreement was filed as an exhibit to the Form 8-A and is
incorporated herein by reference. The Rights Agreement Amendment was filed as an
exhibit to the Schedule 14D-9 filed with the Securities and Exchange Commission
by the Company on July 22, 1999 and is incorporated herein by reference. The
foregoing summary description does not purport to be complete and is qualified
in its entirety by reference to the full text of the Rights Agreement and the
Rights Agreement Amendment.
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Item 2. Exhibits.
Exhibit
Number Description of Document
1 Rights Agreement, dated as of April 20, 1998 between Viasoft, Inc. and
Harris Trust and Savings Bank, as Rights Agent, including the
Certificate of Designation of Series A Junior Participating Preferred
Stock, Form of Right Certificate and Summary of Rights to Purchase
Preferred Shares, attached thereto as Exhibits A, B and C, respectively
(incorporated by reference to Exhibit 1 to Viasoft, Inc.'s Registration
Statement on Form 8-A filed with the Securities and Exchange Commission
on April 23, 1998).
2 Amendment to Rights Agreement between Viasoft, Inc. and Harris Trust
and Savings Bank, as Rights Agent, dated as of July 14, 1999
(incorporated by reference to Exhibit 9 to Viasoft, Inc.'s Schedule
14D-9 filed with the Securities and Exchange Commission on July 22,
1999).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
VIASOFT, INC.
By: /s/ Catherine R. Hardwick
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Catherine R. Hardwick
Vice President and General Counsel
Date: July 23, 1999
