UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Group 1 Software, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 22-1897821
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(State of incorporation organization) (IRS Employer Identification No.)
Delaware 0-6355 52-0852578
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
4200 Parliament Place, Suite 600, Lanham, MD 20706-1844
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [ ] check the following box. [X]
Securities Act registration statement file number to which this form relates:
001-15255
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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
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Rights to Purchase Common Stock NASDAQ National Market System
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
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On April 12, 2004 Group 1 Software, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Pitney Bowes Inc.
("Pitney Bowes") and Germanium Acquisition Corporation, a wholly-owned
subsidiary of Pitney Bowes ("Merger Sub"). Pursuant to the Merger Agreement,
Merger Sub will be merged with and into the Company with the Company emerging as
the surviving corporation and a wholly-owned subsidiary of Pitney Bowes (the
"Merger"). In connection with the Merger Agreement, the Company and American
Stock Transfer & Trust Co. (the "Rights Agent") entered into Amendment No. 1 to
Rights Agreement dated as of April 12, 2004 (the "Amendment") amending the
Shareholder Protection Rights Agreement, dated as of August 12, 1999, between
the Company and the Rights Agent (the "Rights Agreement") in order to amend
Section 1.1 of the Rights Agreement to provide that neither Pitney Bowes, nor
any of its Affiliates or Associates (each as defined in the Rights Agreement)
will become an Acquiring Person (as defined in the Rights Agreement), nor will
any Flip-In Date or Stock Acquisition Date (each as defined in the Rights
Agreement) occur or be deemed to occur, in each case as a result of the
execution of the Merger Agreement or the consummation of the transactions
contemplated thereby.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, a copy of which is
filed herewith as Exhibit 1 and such Exhibit is incorporated herein by
reference.
Item 2. Exhibits.
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1. Amendment No. 1 to Rights Agreement, dated as of April 12, 2004
amending the Shareholder Protection Rights Agreement, dated as of
August 12, 1999, between the Company and the Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
Group 1 Software, Inc.
Date April 13, 2004 By: /s/ Mark D. Funston
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Name: Mark D. Funston
Title: Chief Financial Officer
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INDEX OF EXHIBITS
Exhibit No. Description
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1 Amendment No. 1 to Rights Agreement, dated as of April 12,
2004, between Group 1 Software, Inc. and American Stock
Transfer & Trust Co., as Rights Agent.
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