SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
on
FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
NATIONAL COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0850527
(State of incorporation or organization) (I.R.S. Employer Identification No.)
11000 Prairie Lakes Drive, Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series A Participating Preferred Stock
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
The response to Item 1 of the Registration Statement on Form
8-A of National Computer Systems, Inc. (the "Company"), dated June 27, 1989, as
amended by Amendment No. 1 thereto dated September 8, 1989, is hereby further
amended by adding the following paragraphs and the attached exhibit.
On March 4, 1996, the Company amended and restated the Amended
and Restated Rights Agreement between the Company and Norwest Bank Minnesota,
N.A., as Rights Agent (the "Rights Agent"), dated as of June 23, 1987 and
amended and restated as of August 21, 1989 (the "Prior Agreement"). Described
below are the more significant amendments set forth in the Second Amended and
Restated Rights Agreement, a copy of which is attached hereto as Exhibit 1 (the
"Amended Agreement"). The Amended Agreement sets forth the description and the
terms of the rights (the "Rights") held by holders of the Company's common
stock, par value $.03 per share (the "Common Stock"), to purchase one
one-hundredth of one share of the Company's Series A Participating Preferred
Stock (the "Preferred Stock"). Capitalized terms used in the summary have the
meanings given to them in the Amended Agreement.
Sections 1(a), 3(a)(ii) and 11(a)(ii)(A) of the Prior
Agreement were amended to reduce from 20% to 15% the percentage ownership of
outstanding Common Stock required for an "Acquiring Person."
Section 7(a) of the Prior Agreement was amended to change the
Final Expiration Date from July 6, 1997 to July 6, 2002.
A new Section 22A was added to the Prior Agreement to include
an exchange feature, whereby the Board of Directors of the Company (at a time
when a majority of the members of the Board of Directors then serving are
Continuing Directors) may, at its option, at any time after a Section 11(a)(ii)
Event, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void pursuant to the provisions
of Section 7(e)) for Common Stock.
The definition of an Acquiring Person in the Prior Agreement
was changed to add an exception with respect to an offer approved by the Board
of Directors.
The definition of an Adverse Person in the Prior Agreement was
changed by requiring that a person be declared an Adverse Person and thereafter
purchase additional shares (to increase its Beneficial Ownership by more than
0.01%).
Exhibit B of the Agreement was amended to reflect the various
changes in the Amended Agreement.
The foregoing description of the Amended Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Amended Agreement, which is incorporated herein by reference.
Item 2. Exhibits.
1. Second Amended and Restated Rights Agreement between the
Company and Norwest Bank Minnesota, N.A., amended and restated
as of March 4, 1996, including the Amended and Restated Form
of Right Certificate attached as Exhibit B thereto.
Signature
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: March 13, 1996
NATIONAL COMPUTER SYSTEMS, INC.
By: /s/ J.W. Fenton, Jr.
J.W. Fenton, Jr.
Secretary and Treasurer
INDEX TO EXHIBITS
Exhibits
1. Second Amended and Restated Rights Agreement between the Company
and Norwest Bank Minnesota, N.A., amended and restated as of
March 4, 1996, including the Amended and Restated Form of Right
Certificate attached as Exhibit B thereto