SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTEGRATED SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
California 94-2658153
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(State of incorporation or organization) (I.R.S. Employer
Identification no.)
3260 Jay Street
Santa Clara, California 95054-3309
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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 Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [x]
Securities to be registered pursuant to
Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
Item 1: Description of Registrant's Securities to be Registered:
On September 24, 1998, the Board of Directors of Integrated
Systems, Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, no par
value (the "Common Shares"), of the Company. The dividend is payable to
stockholders of record on October 15, 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
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 two-hundredth of a share of Series A
Junior Participating Preferred Stock, no par value (the "Preferred Shares"), of
the Company, at a price of $55.00 per one two-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 ChaseMellon Shareholder Services, as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) 10 days following a public
announcement or disclosure that a person or group of affiliated or associated
persons (an "Acquiring Person"), has acquired beneficial ownership of 20% or
more of the outstanding Common Shares or (ii) 10 business days (or such later
date as may be determined by action of the Board of Directors prior to the time
a person or group becomes an Acquiring Person), following the announcement of an
intention to make a tender offer or exchange offer the consummation of which
would result in a person or group becoming an Acquiring Person (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 certificates with a copy of this Summary of
Rights attached thereto. No person or group shall become an Acquiring Person if
the Board of Directors of the Company determines in good faith that a person or
group who would otherwise be an Acquiring Person has become such inadvertently,
and such person or group as promptly as practicable takes such actions as may be
necessary so that such person or group would no longer be considered an
Acquiring Person.
The Rights Agreement provides that, until the Distribution
Date, 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 the Summary of Rights being 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 September 30, 2008 (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
two-hundredth of a Preferred Share issuable upon exercise of each Right are also
subject to adjustment in the event of 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 quarterly dividend
payment of 200 times the dividend declared per Common Share. In the event of
liquidation, each Preferred Share will be entitled to a $2.00 preference, and
thereafter the holders of the Preferred Shares will be entitled to an aggregate
payment of 200 times the aggregate payment made per Common Share. Each Preferred
Share will have 200 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 entitled to receive 200 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 two-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
In the event that any person becomes an Acquiring Person,
unless the event causing the Designated Percentage threshold to be crossed and
the Person to thereby become an Acquiring Person is a merger or acquisition
described in the next paragraph, 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 on the terms
and conditions set forth in the Rights Agreement. If the Company does not have
authorized but unissued Common Shares sufficient to satisfy such obligation to
issue Common Shares, the Company is obligated to
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deliver upon payment of the exercise price of a Right an amount of cash or other
securities equivalent in value to the Common Shares issuable upon exercise of a
Right.
In the event that any person or group becomes an Acquiring
Person and the Company merges into or engages in certain other business
combination transactions with an Acquiring Person or 50% or more of its
consolidated assets or earning power are sold to an Acquiring Person, each
holder of a Right, other than Rights beneficially owned by an Acquiring Person,
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.
At any time after any person 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 have become
void), in whole or in part, at an exchange ratio of one Common Share, or one
two-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 two-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depository
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 a person or group 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 $0.001 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may
establish. After the period for redemption of the Rights has expired, the Board
may not amend the Rights Agreement to extend the period for redemption of the
Rights. 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 a resolution of the
Board of Directors without the consent of the holders of the Rights, except that
from and after such time as a person or group becomes an Acquiring Person, no
such amendment may adversely affect the interests of the holders of the Rights
(other than an Acquiring Person).
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.
As of September 23, 1998, there were approximately 23.3
million of the Company's Common Shares outstanding. Each Common Share
outstanding at the close of
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business on October 15, 1998 will receive one Right. As long as the Rights are
attached to the Common Shares, one additional Right shall be deemed to be
delivered for each Common Share issued or transferred by the Company in the
future, including but not limited to Common Shares issuable upon exercise of
options granted by the Company. Five hundred thousand Preferred Shares are
initially reserved for issuance upon exercise of the Rights, such number to be
subject to adjustment from time to time in accordance with the Rights Agreement.
The Rights Agreement, which specifies the terms of the Rights
and which includes as exhibits thereto the form of Certificate of Determination
of Preferences of Series A Junior Participating Preferred Stock, the Form of
Right Certificate and the form of Summary of Rights to Purchase Preferred
Shares, is filed as Exhibit 4.1 hereto. A copy of the Certificate of
Determination of Preferences of Series A Junior Participating Preferred Stock as
filed with the California Secretary of State, which specifies the terms of the
Preferred Shares, is filed as Exhibit 3.2 hereto. The aforementioned exhibits
hereto are incorporated herein by reference, and the foregoing description of
the Rights and Preferred Shares is qualified in its entirety by reference to
such exhibits.
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Item 2: Exhibits
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3.1 Articles of Incorporation of Registrant, as amended
to date. (Incorporated by reference to Exhibit
3.01(i) to Registrant's Annual Report on Form 10-K
for the year ended February 28, 1996).
3.2 Certificate of Determination of Preferences
specifying the terms of the Series A Junior
Participating Preferred Stock of Registrant, as filed
with the Secretary of State of the State of
California on October 1, 1998.
4.1 Rights Agreement dated September 30, 1998 between
Registrant and ChaseMellon Shareholder Services, as
Rights Agent, which includes as Exhibit A the form of
Certificate of Determination of Preferences 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. The
Right Certificates will not be distributed until
after the Distribution Date (as such term is defined
in the Rights Agreement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: October 6, 1998
INTEGRATED SYSTEMS, INC.
By: /s/ Joseph Addiego
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Joseph Addiego
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
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3.1 Articles of Incorporation of Registrant, as amended to date.
(Incorporated by reference to Exhibit 3.01(i) to Registrant's Annual
Report on Form 10-K for the year ended February 28, 1996).
3.2 Certificate of Determination of Preferences specifying the terms of the
Series A Junior Participating Preferred Stock of Registrant, as filed
with the Secretary of State of the State of California on October 1,
1998.
4.1 Rights Agreement dated September 30, 1998 between Registrant and
ChaseMellon Shareholder Services, as Rights Agent, which includes as
Exhibit A the form of Certificate of Determination of Preferences 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. The Right Certificates will not be distributed until
after the Distribution Date (as such term is defined in the Rights
Agreement).