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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A No. 1
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
CHECKFREE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-1013521
(State of incorporation or organization) (I.R.S. Employer Identification No.)
4411 East Jones Bridge Road
Norcross, GA 33092
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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Preferred Stock Purchase Rights NASDAQ National Market
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
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Reference is hereby made to the Registration Statement on Form 8-A
filed with the Securities and Exchange Commission by CheckFree Corporation (the
"Company") on February 5, 1997 (the "Original Form 8-A") relating to the rights
distributed to the stockholders of the Company in connection with the Rights
Agreement dated January 31, 1997 (the "Rights Agreement") between the Company
and KeyCorp Shareholder Services, Inc. The Original Form 8-A is hereby
incorporated by reference herein.
On January 31, 1997, the Board of Directors of CheckFree Corporation
(the "Company") authorized and declared a dividend of one preferred stock
purchase right (a "Right") for each share of common stock, par value $.01 per
share, of the Company (the "Common Shares"). The dividend is payable on February
14, 1997 (the "Record Date") to the holders of record of Common Shares as of the
close of business on such date.
On June 9, 1997, the Rights Agreement was amended to appoint The Fifth
Third Bank as successor Rights Agent under the Rights Agreement due to the
resignation of KeyCorp Shareholder Services, Inc. as Rights Agent.
On October 28, 1997, Section 1(ff) of the Rights Agreement was amended
to modify the definition of "15% Stockholder." The amendment provides that the
term "15% Stockholder" shall not include, among other certain Persons, "any
Person that, together with all Affiliates and Associates of such Person, became
the Beneficial Owner of 15% or more of the Voting Shares of the Company on or
prior to October 31, 1997 ("Existing Owner"), unless and until such Existing
Owner, after October 28, 1997, becomes the Beneficial Owner of additional Voting
Shares representing 1% or more of the Voting Shares or, after first becoming the
Beneficial Owner of less than 15% of the Voting Shares, again becomes the owner
of 15% or more of the Voting Shares."
A copy of the Rights Agreement is attached hereto as Exhibit 1. The
Substitution of Successor Rights Agent and Amendment No. 1 to Rights Agreement
is attached hereto as Exhibit 2, and Amendment No. 2 to Rights Agreement is
attached hereto as Exhibit 3. All Exhibits are incorporated herein by reference.
The foregoing discussion does not purport to be complete and is qualified in its
entirety by reference to such Exhibits.
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Item 2. Exhibits
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1. Rights Agreement dated as of January 31, 1997, by and between the
Company and KeyCorp Shareholder Services, Inc., as Rights Agent, and
which includes as Exhibit A thereto the form of Certificate of
Designations of Series A Junior Participating Cumulative Preferred
Stock, as Exhibit B thereto the form of Right Certificate and as
Exhibit C thereto the Summary of Rights.
2. Substitution of Successor Rights Agent and Amendment No. 1 to Rights
Agreement, dated as of June 9, 1997, between the Company and The Fifth
Third Bank, as Rights Agent.
3. Amendment No. 2 to the Rights Agreement, dated as of October 28, 1997,
between the Company and The Fifth Third Bank, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed by on its behalf by the undersigned, thereto duly authorized.
CHECKFREE CORPORATION
By: /s/ Peter F. Sinisgalli
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Peter F. Sinisgalli, Chief Operating Officer
Dated: December 16, 1997
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EXHIBIT INDEX
EXHIBIT NO.
4.1 Rights Agreement dated as of January 31, 1997 by and between the
Company and KeyCorp Shareholder Services, Inc., as Rights Agent, and which
includes as Exhibit A thereto the form of Certificate of Designations of Series
A Junior Participating Cumulative Preferred Stock, as Exhibit B thereto the form
of Right Certificate and as Exhibit C thereto the Summary of Rights, previously
filed as Exhibit 5.1 to the Current Report on Form 8-K (file number 0-26802),
filed on February 3, 1997, is incorporated herein by reference.
4.2 Substitution of Successor Rights Agent and Amendment No. 1 to
Rights Agreement, dated as of June 9, 1997, between the Company and The Fifth
Third Bank, as Rights Agent.
4.3 Amendment No. 2 to the Rights Agreement, dated as of October 28,
1997, between the Company and The Fifth Third Bank, as Rights Agent.
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Exhibit 4.2
SUBSTITUTION OF SUCCESSOR RIGHTS AGREEMENT
AND AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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WHEREAS, as of January 31, 1997, CheckFree Corporation, a Delaware
corporation (the "Corporation"), and KeyCorp Shareholder Services, Inc.
("KeyCorp"), entered into a Rights Agreement (the "Rights Agreement"); and
WHEREAS, pursuant to Section 21 of the Rights Agreement, KeyCorp has
resigned as Rights Agent under the Rights Agreement effective as of June 9,
1997; and
WHEREAS, the Corporation has appointed Fifth Third Bank, an Ohio
banking association with its principal place of business at 38 Fountain Square
Plaza, Cincinnati, Ohio 45263 ("Fifth Third"), as successor Rights Agent under
the Rights Agreement, and Fifth Third has agreed to accept such appointment, as
of June 9, 1997;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Successor Rights Agent. Effective as of June 9, 1997, Fifth Third
shall serve as Rights Agent under the Rights Agreement, as successor to KeyCorp,
and from and after that date shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as Rights Agent
as of June 9, 1997, without further act or deed. Notices to Fifth Third with
respect to its responsibilities under the Rights Agreement shall be mailed to:
Fifth Third Bank
Number 1090D2
38 Fountain Square Plaza
Cincinnati, Ohio 45202
2. Fifth Third and the Corporation hereby agree that from and after
June 9, 1997, Section 3(e) of the Rights Agreement shall be amended to read in
its entirety as follows:
"(e) Certificates for Common Shares issued at any time after
the Record Date and prior to the earliest of the Distribution Date, the
Redemption Date or the Expiration Date, shall have impressed on,
printed on, written on or otherwise affixed to them the following
legend:
This certificate also represents Rights that entitle the
holder hereof to certain rights as set forth in a Rights Agreement by
and between the Corporation and Fifth Third Bank, as Rights Agent (the
"Rights Agreement"), the terms and conditions of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Corporation.
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Under certain circumstances specified in the Rights Agreement,
such Rights will be represented by separate certificates and will no
longer be represented by this certificate. Under certain circumstances
specified in the Rights Agreement, Rights beneficially owned by certain
persons may become null and void. The Corporation will mail to the
record holder of this certificate a copy of the Rights Agreement
without charge promptly following receipt of a written request
therefor."
3. Fifth Third and the Corporation hereby agree that from and after
June 9, 1997, Section 3(f) of the Rights Agreement shall be amended to read its
entirety as follows:
"(f) Certificates for Common Shares issued at any time on or
after the Distribution Date and prior to the earlier of the Redemption
Date or the Expiration Date shall have impressed on, printed on,
written on or otherwise affixed to them the following legend:
This certificate does not represent any Right issued
pursuant to the terms of a Rights Agreement by and between the
Corporation and Fifth Third Bank, as Rights Agent."
4. Fifth Third and the Corporation agree that from and after June 9,
1997, Section 6(c) of the Rights Agreement shall be amended to read in its
entirety as follows:
"(c) Notwithstanding anything to the contrary in this Section
6, the Rights Agent shall not countersign and deliver a Right
Certificate to any Person if the Rights Agent knows such Right
Certificate represents, or would represent when held by such Person,
Rights that had become or would become null and void pursuant to
Section 7(d) hereof"
5. Fifth Third and the Corporation hereby agree that from and after
June 9, 1997, Section 20(g) of the Rights Agreement shall be amended by adding
the following language to the end of that Section:
"At any time the Rights Agent may apply to the Company for written
instructions with respect to any matter arising in connection with the
Rights Agent's duties and obligations arising under this Agreement.
Such application by the Rights Agent for written instructions from the
Company may, at the option of the Rights Agent, set forth in writing
any action proposed to be taken or omitted by the Rights Agent with
respect to its duties or obligations under this Agreement and the date
on and/or after which such action shall be taken or omitted in
accordance with a proposal included in any such application on or after
the date specified therein (which date shall be not less than one
Business Day after the Company receives such application, without the
Company's consent) unless, prior to taking or initiating any such
action (or the effective date in the case of an omission), the Rights
Agent has received written
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instructions in response to such application specifying the action to
be taken or omitted."
6. Fifth Third and the Corporation hereby agree that from and after
June 9, 1997, a new Section 20(j) of the Rights Agreement shall be added to read
in its entirety as follows:
"(j) No provision of this Agreement shall require the Rights
Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the
exercise of its rights if there shall be reasonable grounds for
believing that repayment of such funds or adequate indemnification
against such risk or liability is not reasonably assured to it."
IN WITNESS WHEREOF, Fifth Third and the Corporation have executed this
agreement as of the 9th day of June, 1997.
FIFTH THIRD BANK
By: /s/ Dana Hushak
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CHECKFREE CORPORATION
By: /s/ John M. Stanton
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John M. Stanton, Vice President
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Exhibit 4.3
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
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WHEREAS, as of January 31, 1997, CheckFree Corporation, a Delaware
corporation (the "Corporation"), and KeyCorp Shareholder Services, Inc.
("KeyCorp"), entered into a Rights Agreement (the "Rights Agreement"); and
WHEREAS, pursuant to Section 21 of the Rights Agreement, KeyCorp
resigned as Rights Agent under the Rights Agreement effective as of June 9,
1997;
WHEREAS, the Corporation appointed Fifth Third Bank, an Ohio banking
association ("Fifth Third"), as successor Rights Agent under the Rights
Agreement, and Fifth Third accepted such appointment on June 9, 1997; and
WHEREAS, the Corporation and Fifth Third wish to amend the Rights
Agreement;
NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. The Corporation represents that this Amendment No. 2 complies with
the requirements of Section 27 of the Rights Agreement.
2. The Corporation and Fifth Third hereby agree that Section 1(ff) of
the Rights Agreement shall be amended to read in its entirety as follows:
"(ff) "15% Stockholder" shall mean any Person that, together
with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of such number of Voting Shares of the Company as
constitutes a percentage of the then outstanding Voting Shares that is
equal to or greater than 15%; provided, however, that the term "15%
Stockholder" shall not include: (i) an Exempt Person; (ii) any Person
that, together with all Affiliates and Associates of such Person,
became the Beneficial Owner of 15% or more of the Voting Shares of the
Company on or prior to October 31, 1997 ("Existing Owner"), unless and
until such Existing Owner, after October 28, 1997, becomes the
Beneficial Owner of additional Voting Shares representing 1% or more of
the Voting Shares or, after first becoming the Beneficial Owner of less
than 15% of the Voting Shares, again becomes the owner of 15% or more
of the Voting Shares; or (iii) any Person if such Person would not
otherwise be a 15% Stockholder but for a reduction in the number of
outstanding Voting Shares resulting from a stock repurchase program or
other similar plan of the Company or from a self-tender offer of the
Company, which plan or tender offer commenced on or after the date
hereof, provided, however, that the term "15% Stockholder" shall
include such Person from and after the first date upon which (A) such
Person, since the date of the commencement of such plan or tender
offer, shall have acquired Beneficial Ownership of, in the aggregate, a
number of Voting Shares of the Company equal to 1% or more of the
Voting Shares of the Company then outstanding and (B) such Person,
together with all Affiliates and Associates of such Person, shall
Beneficially Own 15% or more of the Voting Shares of the Company then
outstanding. In calculating the percentage of the outstanding Voting
Shares that are Beneficially Owned by a Person for purposes of this
subsection (ff), Voting Shares that are Beneficially Owned by such
Person shall be deemed outstanding, and Voting Shares that are not
Beneficially Owned by such Person and that are subject to issuance upon
the exercise or conversion of outstanding conversion rights, exchange
rights, rights (other than Rights), warrants or options shall not be
deemed outstanding. Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith that a Person that
would otherwise be a 15% Stockholder pursuant to the foregoing
provisions of this Section 1(ff) and Section 1(b) hereof has become
such inadvertently, and such Person (a) promptly notifies the Board of
Directors of such status and (b) as promptly as practicable thereafter,
either divests of a sufficient number of Voting Shares so that such
Person would no longer be a 15% Stockholder, or causes any other
circumstance, such as the existence of
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an agreement respecting Voting Shares, to be eliminated such that such
Person would no longer be a 15% Stockholder as defined pursuant to this
Section 1(ff) and 1(b), then such Person shall not be deemed to be a
15% stockholder for any purposes of this Agreement. Any determination
made by the Board of Directors of the Company as to whether any Person
is or is not a 15% Stockholder shall be conclusive and binding upon all
holders of Rights."
3. Except as otherwise amended hereby, the Rights Agreement, as
amended, shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the Corporation and Fifth Third have executed this
Amendment No. 2 to Rights Agreement as of the 28th day of October, 1997.
CHECKFREE CORPORATION
By: /s/ Peter J. Kight
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Peter J. Kight
Chairman of the Board, President, and
Chief Executive Officer
FIFTH THIRD BANK
By: /s/ Dana S. Hushak
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Name: Dana S. Hushak
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Title: Vice President
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