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 pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [ ] check the following 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
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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)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
On March 12, 1999, the Registrant entered into Amendment No. 3 (as
defined in Item 2). Amendment No. 3 amends the Registrant's Rights Plan (as
defined in Item 2), which had previously been amended by Amendments No. 1 and
No. 2 (each as defined in Item 2). Amendment No. 3 permits a specified investor,
its affiliates and its associates to beneficially own up to 2,307,692 shares of
the Registrant's common stock without becoming an "Acquiring Person" under the
Rights Plan.
Copies of the Rights Plan and Amendments No. 1, No. 2 and No. 3 are
attached hereto as exhibits. 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.
4. Amendment No. 3 ("Amendment No. 3") to Preferred Shares Rights
Agreement, effective March 12, 1999, 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.
*** Filed with the Commission on December 23, 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
March 25, 1999
Page 3 of 3 pages
<PAGE>
AMENDMENT NO. 3 TO
PREFERRED SHARES RIGHTS AGREEMENT
This Amendment No. 3 (this "Amendment") to Preferred Shares Rights
Agreement, effective as of March 12, 1999, 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
and on December 10, 1998 (the "Rights Agreement").
RECITAL
A. On March 11, 1999, the Company's Board of Directors authorized an
amendment of the Rights Agreement to allow a certain investor to acquire up to
2,307,692 shares of Common Stock.
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 (as adjusted for any future
stock splits, stock dividends, recapitalizations or the like)
<PAGE>
(including all Common Shares beneficially owned by such Person as of
July 14, 1998); (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); and (3) American Bankers Insurance Group, Inc. 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 2,307,692 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
March 12, 1999).
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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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first above written.
ACCOM, INC.
By: /s/ Junaid Sheikh
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Name: Junaid Sheikh
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Title: Chief Executive Officer
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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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