SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
QRS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State of Incorporation or Organization) | | | | 68-0102251
(IRS Employer Identification No.) |
1400 Marina Way South, Richmond, California | | 94804 |
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(Address of Principal Executive Offices) | | (Zip Code) |
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), please 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), please check the following box. x |
Securities Act registration statement file number to which this form relates: | | |
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | | | | Name of Each Exchange on Which Each Class is to be Registered |
None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
Explanatory Note: This Amendment No. 1 amends the Registration Statement on Form 8-A of QRS Corporation (the “Company”) filed with the Securities and Exchange Commission (“SEC”) on October 18, 2002.
Item 1. Description of Registrant’s Securities to be Registered.
On February 18, 2003, the Company and Mellon Investor Services LLC (“Mellon”) entered into the First Amendment to the Rights Agreement (the “First Amendment”). The First Amendment amends an exception to the definition of “Acquiring Person” in the Rights Agreement, dated October 17, 2002, between the Company and Mellon (as amended, the “Rights Agreement”), which exception now provides that if the board of directors determines in good faith that a person who would otherwise be an Acquiring Person has become an Acquiring Person inadvertently and the person divests or divested as promptly as practicable a sufficient number of shares so that the person would no longer be an Acquiring Person, then the person shall not be an Acquiring Person for purposes of the Rights Agreement.
The First Amendment is attached as an exhibit and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to such exhibit.
Item 2. Exhibits.
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4.2 | | First Amendment to the Rights Agreement, dated as of February 18, 2002, between QRS Corporation and Mellon Investor Services LLC. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Registration Statement (file no. 000-21958) to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | QRS CORPORATION |
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Date: February 21, 2003 | | By: | | /s/ ELIZABETH A. FETTER |
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| | | | | | | Name: Title: | | Elizabeth A. Fetter President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit Number
| | Document Description
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Exhibit 4.2 | | First Amendment to the Rights Agreement, dated as of February 18, 2002, between QRS Corporation and Mellon Investor Services LLC. |
