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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 17, 1995
Hyperion Software Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 0-19538 06-1326879
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
777 Long Ridge Road
Stamford, CT 06902
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (203) 321-3500
IMRS Inc.
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(Former name or former address, if changed
since last report)
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Exhibit Index appears at page 7
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Item 5. Other Events
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On November 17, 1995, the Board of Directors of Hyperion Software
Corporation (the "Company") declared a dividend of one preferred stock purchase
right (a "Right") for each outstanding share of the Company's Common Stock to
stockholders of record at the close of business on December 1, 1995 (the "Record
Date"). Each Right entitles the registered holder to purchase from the Company a
unit consisting of one one-hundredth of a share (a "Unit") of Series A Junior
Participating Preferred Stock, $.01 par value per share (the "Preferred Stock"),
at a purchase price of $150.00 per Unit giving effect to the two-for-one stock
split authorized and declared by the Board of Directors on November 17, 1995,
(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 American Stock Transfer & Trust Company, as Rights Agent, a copy of
which is filed as Exhibit 4.1 hereto.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of more than 15% of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), (ii) 10 business days following the commencement of a tender
offer or exchange offer that may result in a person or group beneficially owning
15% or more of such outstanding shares of Common Stock or (iii) 10 business days
after the Continuing Directors (as defined below) of the Company shall declare
any Person to be an Adverse Person, upon a determination that such Person, alone
or together with its affiliates and associates, has become the Beneficial Owner
of an amount of Common Stock which the Continuing Directors determine to be
substantial (which amount shall in no event be less than 10% of the shares of
Common Stock then outstanding) and a majority of the Continuing Directors (with
the concurrence of a majority of the Independent Directors (as defined below))
determines, after reasonable inquiry and investigation, including consultation
with such persons as such directors shall deem appropriate, that (a) such
beneficial ownership by such person is intended to cause the Company to
repurchase the Common Stock beneficially owned by such person or to cause
pressure on the Company to take action or enter into a transaction or series of
transactions intended to provide such person with short-term financial gain
under circumstances where such directors determine that the best long-term
interests of the Company and its stockholders would not be served by taking such
action or entering into such transaction or series of transactions at that time
or (b) such beneficial ownership is causing or is reasonably likely to cause a
material adverse impact (including, but not limited to, impairment of
relationships with customers, impairment of the Company's ability to maintain
its competitive position or impairment of the Company's business reputation or
ability to deal with government agencies) on the business or prospects of the
Company.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), (i) the Rights will be evidenced by the Common Stock certificates and
will be transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding, even without such
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notation, will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. Pursuant to the Rights Agreement,
the Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a number
of Rights may be exercised so that only whole shares of Preferred Stock will be
issued.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on December 1, 2005, unless earlier redeemed by the
Company as described below.
As soon as practicable after the Distribution Date, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution Date
and, thereafter, such separate Rights Certificates alone will represent the
Rights. Except as otherwise determined by the Board of Directors and except in
connection with shares of Common Stock issued upon the exercise of employee
stock options, issuances under other employee stock benefit plans or upon the
conversion of convertible securities issued hereafter, only shares of Common
Stock issued prior to the Distribution Date will be issued with Rights.
In the event that the Continuing Directors determine that a person is an
Adverse Person or, at any time following the Distribution Date, (i) the Company
is the surviving corporation in a merger with an Acquiring Person and its Common
Stock is not changed or exchanged, (ii) a Person becomes the beneficial owner of
more than 20% of the then outstanding shares of Common Stock (except pursuant to
an offer for all outstanding shares of Common Stock which the Independent
Directors determine to be fair to, and otherwise in the best interests of, the
Company and its stockholders), (iii) an Acquiring Person engages in one or more
"self-dealing" transactions as set forth in the Rights Agreement, or (iv) during
such time as there is an Acquiring Person, an event occurs which results in such
Acquiring Person's ownership interest being increased by more than 1% (e.g., a
reverse stock split), each holder of a Right will thereafter have the right to
receive, upon exercise, that number of shares of Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) which equals
the exercise price of the Right divided by one-half of the current market price
(as defined in the Rights Agreement) of the Common Stock at the date of the
occurrence of the event. However, Rights are not exercisable following the
occurrence of any of the events set forth above until such time as the Rights
are no longer redeemable by the Company as set forth below. Notwithstanding any
of the foregoing, following the occurrence of any of the events set forth in
this paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement were, beneficially owned by an Acquiring Person or an
Adverse Person will be null and void. The events set forth in this paragraph are
described in Section 11(a)(ii) of the Rights Agreement and are referred to as
"Section 11(a)(ii) Events."
In the event that, at any time following the Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than a merger which
follows an offer determined by the Board of Directors to be fair as described in
clause (ii) of the second preceding paragraph), or (ii) more than 50% of the
Company's assets or earning power is sold or transferred, each holder of a Right
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(except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, that number of shares of
common stock of the acquiring company which equals the exercise price of the
Right divided by one-half of the current market price (as defined in the Rights
Agreement) of such common stock at the date of the occurrence of the event. The
events set forth in this paragraph and in the preceding paragraph are referred
to as the "Triggering Events."
At any time after the occurrence of a Section 11(a)(ii) Event, a majority
of the Continuing Directors may exchange the Rights (other than Rights owned by
an Acquiring Person or Adverse Person which have become void), in whole or in
part, at an exchange ratio of one share of Common Stock, or one Common Stock
Equivalent (as defined in the Rights Agreement), per Right (subject to
adjustment).
The Purchase Price payable, and the number of Units of Preferred Stock 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
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the current market price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
In general, the Company may redeem the Rights in whole, but not in part, at
any time until ten days following the Stock Acquisition Date, at a price of $.01
per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Under certain circumstances set forth in
the Rights Agreement, the decision to redeem shall require the concurrence of a
majority of the Continuing Directors. The Company may not redeem the Rights if
the Continuing Directors have previously declared a person to be an Adverse
Person. After the redemption period has expired, the Company's right of
redemption may be reinstated if either (i) an Acquiring Person reduces its
beneficial ownership to less than 15% of the outstanding shares of Common Stock
in a transaction or a series of transactions not involving the Company, or (ii)
the Board of Directors approves the merger of the Company with, or acquisition
of the Company by, a Person unrelated to the Acquiring Person. Immediately upon
the action of the Board of Directors ordering redemption of the Rights, with,
where required, the concurrence of the Continuing Directors, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.01 per Right redemption price.
The term "Continuing Directors" means any member of the Board of Directors
of the Company who was a member of the Board of directors on the date of the
Rights Agreement, and any person who is subsequently elected to the Board of
Directors if such person is recommended
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or approved by a majority of the Continuing Directors, but shall not include an
Acquiring Person, an Adverse Person or an affiliate or associate of an Acquiring
Person or an Adverse Person, or any representative of the foregoing entities.
The term "Independent Directors" means Continuing Directors who are not officers
of the Company.
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. While the distribution of the Rights will not be
taxable to stockholders or to the Company, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Other than those provisions relating to the Redemption Price, Purchase Price
or Final Expiration Date of the Rights, or the number of shares of Preferred
Stock for which Rights are exercisable, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company prior to the
earlier to occur of the determination that a person is an Adverse Person or the
Distribution Date. After the earlier of such events, the provisions of the
Rights Agreement may be amended by the Board of Directors (in certain
circumstances, with the concurrence of the Continuing Directors) in order to
cure any ambiguity, to make changes which do not adversely affect the interests
of holders of Rights (excluding the interests of any Acquiring Person or any
Adverse Person), or to shorten or lengthen any time period under the Rights
Agreement; PROVIDED, HOWEVER, that no amendment to adjust the time
period governing redemption shall be made at such time as the Rights are not
redeemable.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
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Exhibit
No. Exhibit
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4.1 Rights Agreement, dated as of November 17, 1995,
between Hyperion Software Corporation and American
Stock Transfer & Trust Company, which includes as
Exhibit A the Form of Certificate of Designations, as
Exhibit B the Form of Rights Certificate, and as
Exhibit C the Summary of Rights to Purchase Preferred
Stock.
20.1 Press Release, dated November 20, 1995, announcing
the adoption of the Stockholder Rights Plan.
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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.
HYPERION SOFTWARE CORPORATION
November 17, 1995
By:/s/Lucy Ricciardi
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Lucy Ricciardi
Chief Financial Officer
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EXHIBIT INDEX
Page Number in
Exhibit Sequentially
Number Description Numbered Copy
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4.1 Rights Agreement, dated as of November 17, 1995,
between Hyperion Software Corporation and
American Stock Transfer & Trust Company,
which includes as Exhibit A the Form of
Certificate of Designations, as Exhibit B the
Form of Rights Certificate, and as Exhibit C the
Summary of Rights to Purchase Preferred Stock.
20.1 Press Release, dated November 20, 1995, announcing
the adoption of the Stockholder Rights Plan.
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