SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12 (b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
ACCOM, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3055907
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
1490 O'Brien Drive Menlo Park, California 94025
(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 A.(d), please check the following
box. [ ] box. [X]
Securities Act registration file number to which this form
relates:_______________
(If applicable)
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 None
Securities to be registered pursuant to Section 12(g) of the Act:_______________
Preferred Share Purchase Rights
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On December 10, 1998, the Registrant entered into Amendment
No. 2 (as defined in Item 2). Amendment No. 2 amends the Registrant's Rights
Plan (as defined in Item 2), which had previously been amended by Amendment No.
1 (as defined in Item 2). Amendment No. 2 permits a specified investor, his
affiliates and his associates to beneficially own up to 3,425,000 shares of the
Registrant's common stock without becoming an "Acquiring Person" under the Plan.
Copies of the Rights Plan, Amendment No. 1 and Amendment No. 2
are attached hereto as an exhibit. A general description of the preferred share
purchase rights set forth in the Rights Plan is contained in the Registration
Statement on Form 8-A/A filed with the Commission on August 21, 1998. That
registration statement is incorporated into and made a part of this filing.
Item 2. Exhibits.
1.* Preferred Shares Rights Agreement (the "Rights Plan"),
dated as of September 13, 1996, between Accom, Inc. and U.S. Stock Transfer
Corporation, including the Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock, the form of Rights
Certificate and the Summary of Rights attached thereto as Exhibits A, B and C,
respectively.
2.** Amendment No. 1 ("Amendment No. 1") to Preferred Shares
Rights Agreement, effective July 14, 1998, between Accom, Inc. and U.S. Stock
Transfer Corporation.
3. Amendment No. 2 ("Amendment No. 2") to Preferred Shares
Rights Agreement, effective December 10, 1998, between Accom, Inc. and U.S.
Stock Transfer Corporation.
* Filed with the Commission on August 23, 1996 as an
exhibit to the Registrant's Form 8-A.
** Filed with the Commission on August 21, 1998 as an
exhibit to the Registrant's Form 8-A/A.
Page 2 of 3 pages
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ACCOM, INC.,
a Delaware corporation
By: /s/ JUNAID SHEIKH
-----------------------------
Name: Junaid Sheikh
Title: Chief Executive Officer
December 23, 1998
Page 3 of 3 pages
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EXHIBIT 3
AMENDMENT NO. 2 TO
PREFERRED SHARES RIGHTS AGREEMENT
This Amendment No. 2 (this "Amendment") to Preferred Shares Rights
Agreement, effective as of December 10, 1998, amends that certain Preferred
Shares Rights Agreement, dated as of September 13, 1996, between Accom, Inc., a
Delaware corporation (the "Company"), and the U.S. Stock Transfer Corporation, a
California banking corporation (the "Rights Agent"), as amended on July 14, 1998
(the "Rights Agreement").
RECITAL
A. On December 4, 1998, the Company's Board of Directors authorized an
amendment of the Rights Agreement to allow a certain investor to acquire
additional shares of Common Stock so as to bring such investor's total
shareholdings to not more than 3,425,000 shares.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recital, the mutual
covenants and agreements contained in this Amendment, the parties hereto agree
as follows:
1. Section 1(a) of the Rights Agreement is hereby amended and restated
to read in full as follows:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be
the Beneficial Owner of 15% or more of the Common Shares then
outstanding, but shall not include the Company, any Subsidiary of the
Company or any employee benefit plan of the Company or of any
Subsidiary of the Company, or any entity holding Common Shares for or
pursuant to the terms of any such plan. Notwithstanding the foregoing,
no Person shall be deemed to be an Acquiring Person: (i) as the result
of an acquisition of Common Shares by the Company which, by reducing
the number of shares outstanding, increases the proportionate number of
shares beneficially owned by such Person to 15% or more of the Common
Shares of the Company then outstanding; provided, however, that if a
Person shall become the Beneficial Owner of 15% or more of the Common
Shares of the Company then outstanding by reason of share purchases by
the Company and shall, after such share purchases by the Company,
become the Beneficial Owner of any additional Common Shares of the
Company, then such Person shall be deemed to be an Acquiring Person, or
(ii) if within eight days after such Person would otherwise become an
Acquiring Person (but for the operation of this clause (ii)), such
Person notifies the Board of Directors that such Person did so
inadvertently and within two days after such notification, such Person
is the Beneficial Owner of less than 15% of the outstanding Common
Shares. In addition, (1) El Dorado Ventures shall not be deemed to be
an Acquiring Person so long as such Person, together with all
Affiliates and Associates of such Person, shall be the Beneficial Owner
of not more than 1,063,593 Common Shares
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(as adjusted for any future stock splits, stock dividends,
recapitalizations or the like) (including all Common Shares
beneficially owned by such Person as of July 14, 1998); and (2) Michael
Luckwell shall not be deemed to be an Acquiring Person so long as such
Person, together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of not more than 3,425,000 Common Shares
(as adjusted for any future stock splits, stock dividends,
recapitalizations or the like) (including all Common Shares
beneficially owned by such Person as of December 10, 1998).
2. All references in the Rights Agreement to the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended by this Amendment.
3. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute one and the same instrument.
[The remainder of this page has been left blank intentionally.]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first above written.
ACCOM, INC.
By: /s/ JUNAID SHEIKH
------------------------------------------
Name: Junaid Sheikh
-----------------------------------------
Title: Cheif Executive Officier
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U.S. STOCK TRANSFER CORPORATION
By: /s/ RICHARD C. BROWN
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Name: Richard C. Brown
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Title: Vice President
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