UNITED STATES
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) April 15, 1996
CHEYENNE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-9189 13-3175893
(State or Other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3 Epxressway Plaza, Roslyn Heights, NY 11577
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 484-5110
Page 1 of 7
ITEM 5. OTHER EVENTS.
On April 15, 1996, the Board of Directors of
Cheyenne Software, Inc. (the "Company") declared a dividend
of one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $0.01 per share
(the "Common Shares"), of the Company. The dividend is
payable on April 26, 1996 (the "Record Date") to the
stockholders of record on that 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 $0.01 per share (the "Preferred
Shares"), of the Company at a price of $100 per one one-
hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and Continental Stock
Transfer and Trust Company, as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) 10 days following
a public announcement that a person or group of affiliated or
associated persons (other than (A) the Company, (B) a
majority-owned subsidiary of the Company, (C) any employee
benefit plan of the Company or any majority-owned subsidiary
of the Company, or (D) any entity holding Common Shares for
or pursuant to the terms of any such plan) have acquired
beneficial ownership of 20% or more of the outstanding Common
Shares (an "Acquiring Person") or (ii) 10 business days (or
such later date as may be determined by action of the Board
of Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group
of 20% or more of the outstanding Common Shares (the earlier
of such dates being called the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common
Share certificates outstanding as of the Record Date, by such
Common Share certificate with a copy of this Summary of
Rights attached thereto.
The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with
the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or
new issuance of Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without
such notation or a copy of this Summary of Rights being
Page 2 of 7
attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on
the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the
Distribution Date. The Rights will expire on April 15, 2006
(the "Final Expiration Date"), unless the Final Expiration
Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of
Preferred Shares or other securities or property issuable,
upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the
grant to holders of the Preferred Shares of certain rights or
warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a
conversion price, less than the then-current market price of
the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid out
of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of
one one-hundredths of a Preferred Share issuable upon
exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the Distribution
Date.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment
of $1 per share but will be entitled to an aggregate dividend
of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation
payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common
Share. Each Preferred Share will have 100 votes, voting
together with the Common Shares. Finally, in the event of
any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be
Page 3 of 7
entitled to receive 100 times the amount received per Common
Share. These rights are protected by customary antidilution
provisions.
Because of the nature of the Preferred Shares'
dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a Preferred Share purchasable upon
exercise of each Right should approximate the value of one
Common Share.
In the event that the Company is acquired in a
merger or other business combination transaction or 50% or
more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company
which at the time of such transaction will have a market
value of two times the exercise price of the Right. In the
event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall
be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to
receive upon exercise that number of Common Shares having a
market value of two times the exercise price of the Right.
At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares, the
Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio
of one Common Share, or one one-hundredth of a Preferred
Share (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth
of a Preferred Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu
thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day
prior to the date of exercise.
At any time prior to such time as any person
becomes an Acquiring Person, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a
price of $0.01 per Right (the "Redemption Price"). The
Page 4 of 7
redemption of the Rights may be made effective at such time
on such basis with such conditions as the Board of Directors
in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the
holders of the Rights, including an amendment to lower
certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of
the outstanding Common Shares then known to the Company to be
beneficially owned by any person or group of affiliated or
associated persons (other than an excepted person) and (ii)
10%, except that from and after such time as any person or
group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to
receive dividends.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group
that attempts to acquire the Company on terms not approved by
the Company's Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other
business combination approved by the Board of Directors since
the Rights may be redeemed by the Company at the Redemption
Price prior to the time that a person or group has acquired
beneficial ownership of 20% or more of the Common Shares.
The Rights Agreement, dated as of April 15, 1996,
between the Company and the Rights Agent, specifying the
terms of the Rights and including the form of the Certificate
of Designation, Preferences and Rights setting forth the
terms of the Preferred Shares as an exhibit thereto and the
form of press release announcing the declaration of the
Rights are attached hereto as exhibits and are incorporated
herein by reference. The foregoing description of the Rights
is qualified in its entirety by reference to such exhibits.
Also on April 15, 1996, the Board of Directors of
the Company approved amendments to the Company's Restated
Bylaws. The full text of the Company's Restated Bylaws,
further restated to reflect the amendments approved by the
Board of Directors of the Company on April 15, 1996, is
attached hereto as an exhibit and is incorporated herein by
reference.
Page 5 of 7
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4. Rights Agreement, dated as of April 15, 1996,
between Cheyenne Software, Inc. and Continental
Stock Transfer and Trust Company which includes
the form of Certificate of Designation,
Preferences and Rights setting forth the terms of
the preferred stock, as Exhibit A, the Form of
Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C,
incorporated herein by reference to Exhibit 1 to
the Registration Statement on Form 8-A dated
April 15, 1996 and filed by Cheyenne Software,
Inc. with the Securities and Exchange Commission
on April 15, 1996 (the "Form 8-A"). Pursuant to
the Rights Agreement, printed Right Certificates
will not be mailed until as soon as practicable
after the earlier of the tenth day after public
announcement that a person or group has acquired
beneficial ownership of 20% or more of the Common
Shares or the tenth business day (or such later
date as may be determined by action of the Board
of Directors) after a person commences, or
announces its intention to commence, a tender
offer or exchange offer the consummation of which
would result in the beneficial ownership by a
person or group of 20% or more of the Common
Shares.
99. Restated Bylaws of Cheyenne Software, Inc.,
further restated as of April 15, 1996.
Page 6 of 7
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.
CHEYENNE SOFTWARE, INC.
Date April 15, 1996 /s/ ReiJane Huai
Name: ReiJane Huai
Title: President and Chief
Executive Officer
Page 7 of 7
EXHIBIT LIST
4. Rights Agreement, dated as of April 15, 1996, between
Cheyenne Software, Inc. and Continental Stock Transfer
and Trust Company which includes the form of
Certificate of Designation, Preferences and Rights
setting forth the terms of the preferred stock, as
Exhibit A, the Form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares
as Exhibit C, incorporated herein by reference to
Exhibit 1 to the Registration Statement on Form 8-A
dated April 15, 1996 and filed by Cheyenne Software,
Inc. with the Securities and Exchange Commission on
April 15, 1996 (the "Form 8-A"). Pursuant to the
Rights Agreement, printed Right Certificates will not
be mailed until as soon as practicable after the
earlier of the tenth day after public announcement that
a person or group has acquired beneficial ownership of
20% or more of the Common Shares or the tenth business
day (or such later date as may be determined by action
of the Board of Directors) after a person commences, or
announces its intention to commence, a tender offer or
exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 20%
or more of the Common Shares.
99. Restated Bylaws of Cheyenne Software, Inc., further
restated as of April 15, 1996.