SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 16, 2004 (August 13, 2004)
EVANS & SUTHERLAND COMPUTER CORPORATION
(Exact Name of Registrant as Specified in Charter)
Utah |
| 0-8771 |
| 87-0278175 |
(State or Other Jurisdiction |
| (Commission |
| (IRS Employer |
600 Komas Drive, Salt Lake City, Utah |
| 84108 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(Registrant’s telephone number, including area code) (801) 588-1000
Item 5. Other Events and Regulation FD Disclosure.
On August 13, 2004, Evans & Sutherland Computer Corporation (“Evans & Sutherland”) and American Stock Transfer and Trust Company (the “Rights Agent”) executed a Second Amendment (the “Second Amendment”) to the Rights Agreement dated November 19, 1998 between Evans & Sutherland and the Rights Agent (as amended, modified or supplemental from time to time, the “Rights Agreement”). As permitt ed by the Rights Agreement, Evans & Sutherland amended the Rights Agreement to exclude Peter R. Kellogg from the definition of “Acquiring Person” unless and until such time as Mr. Kellogg becomes the Beneficial Owner of more than 19.9% of the then outstanding common shares of Evans & Sutherland.
A copy of the Second Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit Number |
| Description |
|
|
|
4.1 |
| Second Amendment to Rights Agreement dated as of August 13, 2004 between Evans & Sutherland Computer Corporation and American Stock Transfer & Trust Company. |
2
SIGNATURES
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.
Date: August 16, 2004 | EVANS & SUTHERLAND COMPUTER CORPORATION | |||
|
| |||
|
| |||
| By: |
| /s/E. Thomas Atchison |
|
| Name: | E. Thomas Atchison | ||
| Its: | Vice President, Chief Financial Officer, and |
3
Exhibit Index
Exhibit Number |
| Description |
|
|
|
4.1 |
| Second Amendment to Rights Agreement dated as of August 13, 2004 between Evans & Sutherland Computer Corporation and American Stock Transfer & Trust Company. |
4