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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
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.)
4343 EAST CAMELBACK ROAD, SUITE 205, PHOENIX, ARIZONA 85018
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class Name of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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<S> <C>
None Not Applicable
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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
(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, as
amended by the Form 8-A/A filed with the Securities and Exchange Commission by
the Company on July 23, 1999 (as amended, 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, and the amendment thereto dated as of July
14, 1999 (as amended, the "Rights Agreement"). The Form 8-A is hereby
incorporated by reference.
On April 27, 2000, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") among Allen Systems Group, Inc., a Delaware
corporation, ("Parent") and ASG Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Parent("Sub"). The Merger Agreement provides, subject
to certain conditions, for the commencement by Sub and the Company of a joint
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 the Company with the Sub
whereby the Company will become a wholly-owned subsidiary of Parent (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
April, 27, 2000 ("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 Sub and the
Company's directors and certain 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 May 4, 2000 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).
3 Amendment to Rights Agreement between Viasoft, Inc. and Harris
Trust and Savings Bank, as Rights Agent, dated as of April 27,
2000 (incorporated by reference to Exhibit (e)(7) to Viasoft,
Inc.'s Schedule 14D-9 filed with the Securities and Exchange
Commission on May 4, 2000).
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
Catherine R. Hardwick
Vice President and General Counsel
Date: May 4, 2000
