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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A NO. 2
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 58-2360335
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
4411 EAST JONES BRIDGE ROAD
NORCROSS, GA 30092
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
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: [ ]
Securities Act registration statement file number to which this Form relates:
000-26802
Securities to be registered pursuant to Section 12(g) of the Act: Preferred
Stock Purchase Rights
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is hereby made to the Registration Statement on Form 8-A
filed with the Securities and Exchange Commission by CheckFree Corporation,
formerly known as 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 was 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 (the "Amendment No. 1"). The Amendment
No. 1 was filed as Exhibit 4.2 to the Amendment No. 1 to the Registration
Statement on Form 8-A filed with the Securities and Exchange Commission by the
Company on May 12, 1999 (the "Amended Form 8-A"). The Amended Form 8-A is hereby
incorporated by reference herein.
On August 3, 2000, the Board of Directors of the Company approved an
Amendment No. 2 to the Rights Agreement. A complete copy of the Amendment No. 2
is attached hereto as Exhibit 4.3 and in incorporated herein by reference.
ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION
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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, and 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, previously filed as Exhibit 4.2 to the Amendment
No. 1 to the Registration Statement on Form 8-A (file number
0-26802), filed on May 12, 1999, and incorporated herein by
reference.
4.3 Amendment No. 2 to the Rights Agreement, dated as of September
30, 2000, 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/ David E. Mangum
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David E. Mangum, Executive
Dated: October 3, 2000 Vice President and Chief
Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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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, and 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, previously filed as Exhibit 4.2 to the Amendment
No. 1 to the Registration Statement on Form 8-A (file number
0-26802), filed on May 12, 1999, and incorporated herein by
reference.
4.3 Amendment No. 2 to the Rights Agreement, dated as of September
30, 2000, between the Company and The Fifth Third Bank, as
Rights Agent.
