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
TSI INTERNATIONAL SOFTWARE LTD.
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(Exact name of registrant as specified in its charter)
Delaware 06-1132156
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(State of incorporation or organization) (I.R.S. Employer
Identification no.)
45 Danbury Road
Wilton, Connecticut 06897
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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:
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On August 27, 1998, the Board of Directors of TSI International
Software Ltd. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$0.01 per share (the "Common Shares"), of the Company. The dividend is payable
to stockholders of record on September 7, 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 one-hundredth of a share
of Series A Junior Participating Preferred Stock, par value $0.01 per share
(the "Preferred Shares"), of the Company, at a price of $140.00 per one one-
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 The Bank of New York, 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 15% 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), 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 Stock certificates
outstanding as of the Record Date, by such Common Share certificates with a copy
of a Summary of Rights attached thereto. Notwithstanding the foregoing, (i) no
Person shall become an Acquiring Person if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an Acquiring
Person has become such inadvertently, and such Person as promptly as practicable
takes such actions as may be necessary so that such Person would no longer be
considered an Acquiring Person and (ii) any person or group of affiliated or
associated persons who or which held beneficial ownership of 5% or more of the
outstanding Common Shares as of August 27, 1998 will not be deemed to be an
Acquiring Person unless and until such person or group of affiliated or
associated persons hold beneficial ownership of 20% or more of the then
outstanding Common Shares.
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 2, 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 one-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 100 times the dividend declared per Common Share. In the event of
liquidation, each Preferred Share will be entitled to a $1.00 preference, and
thereafter the holders of the Preferred Shares will be entitled to an aggregate
payment of 100 times the aggregate payment made per Common Share. Each
Preferred Share will have 100 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
100 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 one-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
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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
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 one-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 one-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).
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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 1, 1998, there were approximately 11.2 million of the
Company's Common Shares outstanding. Each Common Share outstanding at the close
of business on September 7, 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 Designations 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 Designations of Series A Junior
Participating Preferred Stock as filed with the Delaware 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 Amended and Restated Certificate of Incorporation of Registrant.
(Incorporated by reference to Exhibit 3.1 to Registrant's
Registration Statement on Form S-1 (File No. 333-27293)).
3.2 Certificate of Designations specifying the terms of the Series A
Junior Participating Preferred Stock of Registrant, as filed with
the Secretary of State of the State of Delaware on September 3,
1998.
4.1 Rights Agreement dated September 2, 1998 between Registrant and
The Bank of New York, as Rights Agent, which includes as Exhibit
A the form of Certificate of Designations 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: September 4, 1998
TSI INTERNATIONAL SOFTWARE LTD.
By: /s/ Ira A. Gerard
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Ira A. Gerard
Vice President, Finance and Administration,
Chief Financial Officer and Secretary
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EXHIBIT INDEX
Exhibit
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3.1 Amended and Restated Certificate of Incorporation of Registrant.
(Incorporated by reference to Exhibit 3.1 to Registrant's Registration
Statement on Form S-1 (File No. 333-27293)).
3.2 Certificate of Designations specifying the terms of the Series A
Junior Participating Preferred Stock of Registrant, as filed with the
Secretary of State of the State of Delaware on September 3, 1998.
4.1 Rights Agreement dated September 2, 1998 between Registrant and The
Bank of New York, as Rights Agent, which includes as Exhibit A the
form of Certificate of Designations 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).