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): June 22, 2003
COMSHARE, INCORPORATED
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHIGAN
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-4096 38-1804887
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(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
555 BRIARWOOD CIRCLE, ANN ARBOR, MICHIGAN 48108
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(734) 994-4800
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
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 Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment, which
is filed as an exhibit hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. A list of Exhibits included as part of this report is set
forth in the Exhibit Index which immediately precedes such exhibits and is
incorporated herein by reference.
SIGNATURES
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.
COMSHARE, INCORPORATED
(Registrant)
Date: July 3, 2002 /s/ Brian J. Jarzynski
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By: Brian Jarzynski
Title: Senior Vice President,
Chief Financial Officer,
Treasurer and
Assistant Secretary
EXHIBIT INDEX
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Exhibit
Number Description
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4.1 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.