SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
COMSHARE, INCORPORATED
(Exact name of registrant as specified in its charter)
Michigan 38-1804887
(State of incorporation or organization) (I.R.S. Employer Identification No.)
555 Briarwood Circle, Ann Arbor, Michigan 48103
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant of the Exchange Act and is effective pursuant
to General Instruction A.(c), please check to General Instruction A.(d), please check
the following box. [ ] the following box. [ X ]
Securities Act registration statement file number to which this form relates:
000-28848 (If applicable)
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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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
We hereby amend the following items, exhibits or other portions of our
Form 8-A filed on September 17, 1996, as amended on September 27, 1996, related
to our Rights Agreement, as set forth below.
ITEM 1. Description of Registrant's Securities to be Registered
On June 22, 2003, Comshare, Incorporated (the "Company") and
Computershare Investor Services LLC, as successor to KeyBank National
Association, Key Corp Shareholder Services, Inc. and Harris Trust and Savings
Bank's corporate trust business (the "Rights Agent") executed an amendment (the
"Amendment") to the Rights Agreement, dated as of September 16, 1996, between
the Company and the Rights Agent (the "Rights Agreement"). Capitalized terms
used but not defined herein will have the meaning assigned thereto in the Rights
Agreement. Section 26 of the Rights Agreement provides that prior to the
Distribution Date, the Company may supplement or amend any provision of the
Rights Agreement without the approval of any holders of certificates
representing shares of the Company's common stock.
On June 22, 2003, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") between the Company, Geac Computer Corporation
Limited, a corporation governed by the Canada Business Corporations Act
("Geac"), and Conductor Acquisition Corporation, a Michigan corporation and an
indirect wholly owned subsidiary of Geac ("Merger Subsidiary"), pursuant to
which Merger Subsidiary commenced a tender offer to purchase all of the
outstanding shares of common stock of the Company, to be followed by a merger of
Merger Subsidiary with and into the Company, upon the terms and subject to the
conditions in the Merger Agreement. In connection with execution of the Merger
Agreement and the transactions contemplated thereby, the Amendment amends the
Rights Agreement to exempt the Merger Agreement, the Voting Agreement, the
Offer, the Top-Up Option, the Merger and the Transactions from the application
of the Rights Agreement.
The foregoing description of the Rights Agreement and the Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement and Amendment, which are filed as exhibits hereto and
incorporated herein by reference.
ITEM 2. Exhibits
The following exhibits are filed as a part of this registration
statement:
4.1 Rights Agreement, dated as of September 16, 1996, between the Company
and KeyBank National Association, as Rights Agent -- incorporated by
reference to Exhibit 2 to the Company's Registration Statement on Form
8-A, filed on September 17, 1996.
4.2 Agreement among Computershare Investor Services, Inc. Harris Trust and
Savings Bank and the Company -- incorporated by reference to Exhibit
4.11 to the Company's Form 10-K Report for the fiscal year ended June
30, 2001.
4.3 Amendment dated as of June 22, 2003, to the Rights Agreement dated as
of September 16, 1996, between Comshare, Incorporated and Computershare
Investor Services LLC, as
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successor to KeyBank National Association, Key Corp Shareholder
Services, Inc. and Harris Trust and Savings Bank's corporate trust
business, as Rights Agent.
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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 Amendment to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
COMSHARE, INCORPORATED
By: /s/ Brian J. Jarzynski
-----------------------------------------------
Brian J. Jarzynski
Senior Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
Dated: July 3, 2003
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Index to Exhibits
Exhibit
No. Description
4.1 Rights Agreement, dated as of September 16, 1996, between the Company
and KeyBank National Association, as Rights Agent -- incorporated by
reference to Exhibit 2 to the Company's Registration Statement on Form
8-A, filed on September 17, 1996.
4.2 Agreement among Computershare Investor Services, Inc. Harris Trust and
Savings Bank and the Company -- incorporated by reference to Exhibit
4.11 to the Company's Form 10-K Report for the fiscal year ended June
30, 2001.
4.3 Amendment dated as of June 22, 2003, to the Rights Agreement dated as
of September 16, 1996, between Comshare, Incorporated and Computershare
Investor Services LLC, as successor to KeyBank National Association,
Key Corp Shareholder Services, Inc. and Harris Trust and Savings Bank's
corporate trust business, as Rights Agent.
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