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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 7, 1998
EDIFY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-28480 77-0250992
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2840 San Tomas Expressway
Santa Clara, California 95051
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 982-2000
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Item 5: Other Events
Adoption of Stockholder Rights Plan.
On August 7, 1998, the Board of Directors of Edify Corporation
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $0.001 per share
(the "Common Shares"), of the Company. The dividend is payable to stockholders
of record on August 14, 1998 (the "Record Date"). In addition, one Right shall
be issued with each Common Share that becomes outstanding (i) between the Record
Date and the earliest of the Distribution Date, the Redemption Date and the
Final Expiration Date (as such terms are defined in the Rights Agreement) or
(ii) following the Distribution Date and prior to the Redemption Date or Final
Expiration Date, pursuant to the exercise of stock options or under any employee
plan or arrangement or upon the exercise, conversion or exchange of other
securities of the Company, which options or securities were outstanding prior to
the Distribution Date. Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of the
Company, at a price of $70.00, subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and BankBoston, N.A., as Rights Agent. A summary of the
Rights and Rights Agreement is included as Exhibit C to the Rights Agreement,
which is included as Exhibit 4.1 hereto.
Amendment of Bylaws
On August 7, 1998, the Board of Directors of the Company
amended the Company's Bylaws to: (i) permit only the Chairman of the Board, the
Chief Executive Officer, the President or a majority of the Board of Directors
of the Company to call a special meeting of the stockholders and (ii) provide
that vacancies on the Board of Directors be filled only by the remaining members
of the Board of Directors.
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Item 7: Financial Statements and Exhibits.
(c) Exhibits
3.1 Bylaws of the Company, as amended and restated
effective August 7, 1998.
4.1 Rights Agreement dated August 10, 1998,
between the Company and BankBoston, N.A., as
Rights Agent, which includes as Exhibit A
the form of Certificate of Designations of
Series A Junior Participating Preferred
Stock, as Exhibit B the Form of Right
Certificate and as Exhibit C the Summary of
Rights to Purchase Preferred Shares.
(Incorporated by reference to the Company's
Registration Statement on Form 8-A filed
with the Securities and Exchange Commission
on August 11, 1998.)
99.1 Press release of the Company dated August 10,
1998.
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SIGNATURE
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.
Dated: August 11, 1998
EDIFY CORPORATION
By: /s/ Stephanie A. Vinella
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Stephanie A. Vinella
Vice President, Finance and
Administration and Secretary
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EXHIBIT INDEX
Exhibit
3.1 Bylaws of the Company, as amended and restated effective August 7,
1998.
4.1 Rights Agreement dated August 10, 1998, between the Company and
BankBoston, N.A., as Rights Agent, which includes as Exhibit A the
form of Certificate of Designations of Series A Junior Participating
Preferred Stock, as Exhibit B the Form of Right Certificate and as
Exhibit C the Summary of Rights to Purchase Preferred Shares.
(Incorporated by reference to the Company's Registration Statement
on Form 8-A filed with the Securities and Exchange Commission on
August 11, 1998.)
99.1 Press release of the Company dated August 10, 1998.