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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 HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 58-2360335
(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: None
Securities to be registered pursuant to Section 12(g) 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
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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 Holdings
Corporation (the "Company") on December 19, 1997 (the "Original Form 8-A")
relating to the rights distributed to the stockholders of the Company in
connection with the Rights Agreement dated December 16, 1997 (the "Rights
Agreement") between the Company and The Fifth Third Bank. The Original Form 8-A
is hereby incorporated by reference herein.
On December 16, 1997, the Board of Directors of 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 December 19, 1997 (the "Record
Date") to the holders of record of Common Shares as of the close of business on
such date.
On February 5, 1999, the Board of Directors of the Company approved an
Amendment No. 1 to the Rights Agreement.
A complete copy of the Amendment No. 1 is attached hereto as Exhibit 2
and in incorporated herein by reference.
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Item 2. Exhibits
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1. Rights Agreement, dated as of December 16, 1997, by and between the
Company and The Fifth Third Bank, 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. Amendment No. 1 to the Rights Agreement, dated as of February 5, 1999,
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 HOLDINGS CORPORATION
By: /s/ Peter J. Kight
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Peter J. Kight, Chairman of the Board,
President, and Chief Executive Officer
Dated: May 12, 1999
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EXHIBIT INDEX
EXHIBIT NO.
4.1 Rights Agreement, dated as of December 16, 1997, by and between the
Company and The Fifth Third Bank, 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 4.1 to the Registration Statement on Form 8-A (file number 0-26802),
filed on December 19, 1997, is incorporated herein by reference.
4.2 Amendment No. 1 to the Rights Agreement, dated as of February 5,
1999, between the Company and The Fifth Third Bank, as Rights Agent.
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Exhibit 4.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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WHEREAS, as of December 16, 1997, CheckFree Holdings Corporation, a
Delaware corporation (the "Corporation"), and The Fifth Third Bank ("Fifth
Third"), entered into a Rights Agreement (the "Rights Agreement"); 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. 1 complies with
the requirements of Section 27 of the Rights Agreement.
2. Section 23(a) of the Rights Agreement shall be amended by deleting
the words "provided, however, that from and after the first date upon which
there shall exist a 15% Stockholder, any redemption of the Rights shall require,
in addition to the approval of the Board of Directors of the Company, the
approval of a majority of those directors of the Company who were directors
prior to such date" in the sixth, seventh, eighth, and ninth lines.
3. Section 27(a) of the Rights Agreement is hereby amended by deleting
the words "and provided further, however, that from and after the first date
upon which there shall exist a 15% Stockholder, this Agreement shall not be
supplemented or amended in any manner without the approval of a majority of
those directors of the Company who were directors prior to such date" in the
ninth, tenth, eleventh, and twelfth lines.
4. Exhibit C to the Rights Agreement is hereby amended:
(a) by deleting the words "provided, however, that any
redemption after there is a 15% Stockholder shall
also require the approval of a majority of those
directors of the Company who were directors prior to
such date" in the eighth, ninth, and tenth lines of
Section 8;
(b) by deleting the words "provided further that from and
after the first date upon which there shall exist a
15% Stockholder, the Rights Agreement shall not be
supplemented or amended in any manner without the
approval of a majority of the Company's directors who
were directors prior to such date" in the eleventh,
twelfth, thirteenth, and fourteenth lines of Section
11.
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5. 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. 1 to Rights Agreement as of the 5th day of February, 1999.
CHECKFREE HOLDINGS 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
Title: Vice President
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