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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
J.D. EDWARDS & COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 84-0728700
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(State of Incorporation of Organization) (I.R.S. Employer Identification Number)
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ONE TECHNOLOGY WAY
DENVER, CO 80237
(Address of Principal Executive Offices Including Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates (if applicable): Not applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
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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.
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Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On October 22, 2001, pursuant to a Preferred Stock Rights Agreement
(the "Rights Agreement") between J.D. Edwards & Company (the "Company") and
Computershare Trust Company, Inc., as Rights Agent (the "Rights Agent"), the
Company's Board of Directors declared a dividend of one right (a "Right") to
purchase one one-thousandth of a share of the Company's Series A Participating
Preferred Stock ("Series A Preferred") for each outstanding share of Common
Stock, par value $0.001 per share ("Common Shares"), of the Company. The
dividend is payable on November 26, 2001 (the "Record Date"), to stockholders of
record as of the close of business on that date. Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of
Series A Preferred at an exercise price of $75.00 (the "Purchase Price"),
subject to adjustment as set forth in the Rights Agreement.
The following summary of the principal terms of the Rights Agreement is
a general description only and is subject to the detailed terms and conditions
of the Rights Agreement. A copy of the Rights Agreement is attached as Exhibit
4.2 to this Registration Statement and is incorporated herein by reference.
RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES
The Rights will not be exercisable until the Distribution Date (as
defined below). Certificates for the Rights ("Rights Certificates") will not be
sent to stockholders and the Rights will attach to and trade only together with
the Common Shares. Accordingly, Common Share certificates outstanding on the
Record Date will evidence the Rights related thereto, and Common Share
certificates issued after the Record Date will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender or transfer of any
certificates for Common Shares outstanding as of the Record Date, even without
notation or a copy of the Summary of Rights being attached thereto, also will
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate.
DISTRIBUTION DATE
The Rights will separate from the Common Shares, Rights Certificates
will be issued and the Rights will become exercisable upon the earlier of (a)
the tenth day (or such later date as may be determined by the Company's Board of
Directors) after a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the Common Shares then outstanding, or (b) the tenth
business day (or such later date as may be determined by the Company's Board of
Directors) after a person or group announces a tender or exchange offer, the
consummation of which would result in ownership by a person or group of 15% or
more of the Company's then outstanding Common Shares. The earlier of such dates
is referred to as the "Distribution Date."
ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS
As soon as practicable following the Distribution Date, a Rights
Certificate will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and this summary alone will evidence
the Rights from and after the Distribution Date. All Common Shares issued after
the Distribution Date will be issued with Rights. The Rights will expire on the
earliest of (i) November 26, 2011 (the "Final Expiration Date"), or (ii)
redemption or exchange of the Rights as described below.
INITIAL EXERCISE OF THE RIGHTS
Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of the Purchase Price, one one-thousandth of a share of
Series A Preferred. In the event that the Company does not have sufficient
Series A Preferred available for all Rights to be exercised, or the Company's
Board of Directors decides that such action is necessary and not contrary to the
interests of Rights holders, the Company may instead substitute cash, assets or
other securities for the Series A Preferred for which the Rights would have been
exercisable under this provision or as described below.
RIGHT TO BUY COMPANY COMMON SHARES
Unless the Rights are earlier redeemed, in the event that an Acquiring
Person obtains 15% or more of the Company's then outstanding Common Shares, then
each holder of a Right which has not theretofore been exercised (other than
Rights beneficially owned by the Acquiring Person, which will thereafter be
void) will thereafter have the right to receive, upon exercise, Common Shares
having a value equal to two times the Purchase Price. Rights are not exercisable
following the occurrence of an event as described above until such time as the
Rights are no longer redeemable by the Company as set forth below.
RIGHT TO BUY ACQUIRING COMPANY STOCK
Similarly, unless the Rights are earlier redeemed, if, after an
Acquiring Person obtains 15% or more of the Company's then outstanding Common
Shares, (i) the Company is acquired in a merger or other business combination
transaction, or (ii) 50% or more of the Company's consolidated assets or earning
power are sold (other than in transactions in the ordinary course of business),
then proper provision must be made so that each holder of a Right which has not
theretofore been exercised (other than Rights beneficially owned by the
Acquiring Person, which will thereafter be void) will thereafter have the right
to receive, upon exercise, shares of common stock of the acquiring company
having a value equal to two times the Purchase Price.
EXCHANGE PROVISION
At any time after an Acquiring Person obtains 15% or more of the
Company's then outstanding Common Shares and prior to the acquisition by such
Acquiring Person of 50% or more of the Company's outstanding Common Shares, the
Company's Board of Directors may exchange the Rights (other than Rights owned by
the Acquiring Person), in whole or in part, at an exchange ratio of one Common
Share per Right.
REDEMPTION
At any time on or prior to the Close of Business on the earlier of (i)
the fifth day following the attainment of 15% or more of the Company's then
outstanding Common Shares by an Acquiring Person (or such later date as may be
determined by action of the Company's Board of Directors and publicly announced
by the Company) or (ii) the Final Expiration Date, the Company may redeem the
Rights in whole, but not in part, at a price of $0.001 per Right.
ADJUSTMENTS TO PREVENT DILUTION
The Purchase Price payable, the number of Rights, and the number of
shares of Series A Preferred or Common Shares or other securities or property
issuable upon exercise of the Rights are subject to adjustment from time to time
in connection with the dilutive issuances by the Company as set
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forth in the Rights Agreement. 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.
CASH PAID INSTEAD OF ISSUING FRACTIONAL SHARES
No fractional Common Shares will be issued upon exercise of a Right
and, in lieu thereof, an adjustment in cash will be made based on the market
price of the Common Shares on the last trading date prior to the date of
exercise.
NO STOCKHOLDERS' RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
AMENDMENT OF RIGHTS AGREEMENT
The terms of the Rights and the Rights Agreement may be amended in any
respect without the consent of the Rights holders on or prior to the
Distribution Date; thereafter, the terms of the Rights and the Rights Agreement
may be amended without the consent of the Rights holders in order to cure any
ambiguities or to make changes which do not adversely affect the interests of
Rights holders (other than the Acquiring Person).
RIGHTS AND PREFERENCES OF THE SERIES A PREFERRED
Each one one-thousandth of a share of Series A Preferred has rights and
preferences substantially equivalent to those of one Common Share.
NO VOTING RIGHTS
Rights will not have any voting rights.
CERTAIN ANTI-TAKEOVER EFFECTS
The Rights approved by the Company's Board of Directors are designed to
protect and maximize the value of the outstanding equity interests in the
Company in the event of an unsolicited attempt by an acquirer to take over the
Company in a manner or on terms not approved by the Company's Board of
Directors. Takeover attempts frequently include coercive tactics to deprive the
Company's Board of Directors and its stockholders of any real opportunity to
determine the destiny of the Company. The Rights have been declared by the
Company's Board of Directors in order to deter such tactics, including a gradual
accumulation of shares in the open market of a 15% or greater position to be
followed by a merger or a partial or two-tier tender offer that does not treat
all stockholders equally. These tactics unfairly pressure stockholders, squeeze
them out of their investment without giving them any real choice and deprive
them of the full value of their shares.
The Rights are not intended to prevent a takeover of the Company and
will not do so. Subject to the restrictions described above, the Rights may be
redeemed by the Company at $0.001 per Right at any time prior to the
Distribution Date. Accordingly, the Rights should not interfere with any merger
or business combination approved by the Company's Board of Directors.
However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Company's
Board of Directors. The Rights may
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cause substantial dilution to a person or group that attempts to acquire the
Company on terms or in a manner not approved by the Company's Board of
Directors, except pursuant to an offer conditioned upon the negation, purchase
or redemption of the Rights.
Issuance of the Rights does not in any way weaken the financial
strength of the Company or interfere with its business plans. The issuance of
the Rights themselves has no dilutive effect, will not affect reported earnings
per share, should not be taxable to the Company or to its stockholders, and will
not change the way in which the Company's shares are presently traded. The
Company's Board of Directors believes that the Rights represent a sound and
reasonable means of addressing the complex issues of corporate policy created by
the current takeover environment.
ITEM 2. EXHIBITS
3.1(i) Amended and Restated Certificate of Incorporation.(1)
3.1(ii) Bylaws of J.D. Edwards & Company.(2)
3.2 Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock of J.D.
Edwards & Company.
4.2 Preferred Stock Rights Agreement, dated as of October 22,
2001, between J.D. Edwards & Company and Computershare Trust
Company, Inc., as Rights Agent.
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(1) Incorporated by reference to Exhibit 3.1(i) to the Registrant's
Statement on Form S-1, Registration No. 333-30701, as Amended ("Registrant's
Form S-1").
(2) Incorporated herein by reference to Exhibit 3.1(ii) to the
Registrant's Form S-1.
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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.
Date: November 15, 2001 J.D. Edwards & Company
By: /s/ Richard E. Allen
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Richard E. Allen
Chief Financial Officer, Executive Vice
President, Finance and Administration and
Director (principal financial officer)
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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3.1(i) Amended and Restated Certificate of Incorporation.(1)
3.1(ii) Bylaws of J.D. Edwards & Company.(2)
3.2 Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock of
J.D. Edwards & Company.
4.2 Preferred Stock Rights Agreement, dated as of October
22, 2001, between J.D. Edwards & Company and
Computershare Trust Company, Inc., as Rights Agent.
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(1) Incorporated by reference to Exhibit 3.1(i) to the Registrant's
Statement on Form S-1, Registration No. 333-30701, as Amended ("Registrant's
Form S-1").
(2) Incorporated herein by reference to Exhibit 3.1(ii) to the
Registrant's Form S-1.