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) April 17, 2001
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CONCUR TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-25137 91-1608052
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6222 185/th/ Avenue NE
Redmond, Washington 98052
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (425) 702-8808
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Item 5: Other Events
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Adoption of Shareholder Rights Plan.
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On April 17, 2001, the Board of Directors (the "Board") of Concur
Technologies, Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$0.001 per share (the "Common Shares"), of the Company. The dividend is payable
to stockholders of record on April 24, 2001 (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
Rights 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 $0.001 per share
(the "Preferred Shares"), of the Company, at a price of $13.80, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Wells Fargo N.A., as
Rights Agent. A summary of the Rights and Rights Agreement is included as
Exhibit C to the Rights Agreement, which is included as Exhibit 4.1 hereto.
Amendment of Bylaws
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On April 17, 2001, the Board of the Company amended the Company's
Bylaws to inter alia: (i) grant the Board the sole authority to set the date of
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the annual meeting of stockholders; (ii) grant the Board the authority to
postpone an annual meeting or cancel a special meeting of the stockholders;
(iii) grant the chair of any meeting of stockholders the authority to adjourn a
meeting of stockholders; (iv) allow removal of directors only for cause; and (v)
grant the board the authority to take action by written consent, utilizing
electronic transmissions.
Item 7: Financial Statements and Exhibits.
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(c) Exhibits
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3.1 Bylaws of the Company, as amended and restated
effective April 17, 2001.
4.1 Rights Agreement dated April 20, 2001, between the
Company and Wells Fargo N.A., as Rights Agent, which
includes as Exhibit A the form of Certificate of
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Designations of Series A Junior Participating Preferred
Stock, as Exhibit B the Form of Right Certificate and
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as Exhibit C the Summary of Rights to Purchase
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Preferred Shares. (Incorporated by reference to the
Company's Registration Statement on Form 8-A filed with
the Securities and Exchange Commission on April 23,
2001.)
99.1 Press release of the Company dated April 23, 2001.
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SIGNATURE
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.
Dated: April 23, 2001
CONCUR TECHNOLOGIES, INC.
By: /s/ Stephen A. Yount
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Chief Operating Officer
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EXHIBIT INDEX
Exhibit
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3.1 Bylaws of the Company, as amended and restated effective April 17,
2001.
4.1 Rights Agreement dated April 20, 2001, between the Company and Wells
Fargo N.A., as Rights Agent, which includes as Exhibit A the form of
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Certificate of Designations of Series A Junior Participating
Preferred Stock, as Exhibit B the Form of Right Certificate and as
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Exhibit C the Summary of Rights to Purchase Preferred Shares.
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(Incorporated by reference to the Company's Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on April
23, 2001.)
99.1 Press release of the Company dated April 23, 2001.