-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KQoM2NTmGjojVNPCGjThB12ZyTtsaUAvWZpW8V1FdZdi0NbWvvmpc3NrDIsw8Y/J tFy+zZQ8uyBsUPqO9LXAyA== 0001104659-01-500909.txt : 20010524 0001104659-01-500909.hdr.sgml : 20010524 ACCESSION NUMBER: 0001104659-01-500909 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010514 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED MICROSYSTEMS CORP /WA/ CENTRAL INDEX KEY: 0001000787 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 911074996 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26778 FILM NUMBER: 1646625 BUSINESS ADDRESS: STREET 1: 5020 148TH AVE NE STREET 2: P O BOX 97002 CITY: REDMOND STATE: WA ZIP: 98073-9702 BUSINESS PHONE: 2068822000 MAIL ADDRESS: STREET 1: 5020 148TH AVE NE CITY: REDMOND STATE: WA ZIP: 98073-9702 8-K 1 j0785_8k.htm Prepared by MerrillDirect

 

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):  May  14, 2001

APPLIED MICROSYSTEMS CORPORATION
(Exact name of Registrant as Specified in its Charter)

WASHINGTON 0-26778 91-1074996
(State or other jurisdiction
incorporation or organization)		 (Commission File Number) (I.R.S. Employer of
Identification Number)

 

5020  148TH Avenue N.E., Redmond, Washington 98052
(Address of Principal Administrative Offices)

Registrant’s Telephone Number, Including Area Code:        (425) 882-2000

 

 

Item 5.  Other Events.

          On May 14, 2001, the Board of Directors of Applied Microsystems Corporation (the “Company”) approved an amendment to the Shareholder Rights Plan, dated as of December 10, 1998 (the “Rights Plan”), between the Company and Mellon Investor Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as Rights Agent.  Pursuant to the amendment, Kopp Investment Advisors, Inc. and its affiliates (“KIA”) is a Grandfathered Shareholder under the Rights Plan for so long as KIA may not be deemed to beneficially own 20% or more of the Company’s common stock.  A copy of the amendment to the Rights Plan is filed as an exhibit hereto and incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits.

EXHIBIT DESCRIPTION
   
99.1    First Amendment to the Applied Microsystems Corporation Shareholder Rights Plan, effective as of December 10, 1998, between Applied Microsystems Corporation and Mellon Investor Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.). 

 

 

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.

 

  APPLIED MICROSYSTEMS CORPORATION
   
Dated: May  22, 2001 By:  /s/ Robert C. Bateman
  By:  Robert C. Bateman
  Its:   Vice President, Chief Financial Officer,
Secretary and Treasurer

 

EXHIBIT INDEX

 

EXHIBIT No. DESCRIPTION
   
99.1 First Amendment to the Applied Microsystems Corporation
Shareholder Rights Plan, effective as of December 10, 1998, between
Applied Microsystems Corporation and Mellon Investor Services
LLC (formerly ChaseMellon Shareholder Services, L.L.C.).

 

 EX-99.1 2 j0785_ex991.htm Prepared by MerrillDirect

EXHIBIT 99.1

FIRST AMENDMENT
TO THE
APPLIED MICROSYSTEMS CORPORATION
SHAREHOLDER RIGHTS PLAN

          THAT CERTAIN SHAREHOLDER RIGHTS PLAN effective as of December 10, 1998 (the “Rights Plan”), between Applied Microsystems Corporation, a Washington corporation, and Mellon Investor Services LLC, a New Jersey limited liability company formerly known as ChaseMellon Shareholder Services, L.L.C., is hereby amended as follows:

1.       Section 1 (j) of the Rights Plan is hereby amended and restated in its entirety to read as follows:

“Grandfathered Shareholders” shall mean at any time (i) Anthony Miadiach, George Kalan and Orien Venture Partners who at the time in question are the Beneficial Owner of an aggregate of 1,308,757 Common Shares on the date of this Agreement, or any other Person who is the Beneficial Owner of such Common Shares on the date of this Agreement, or any Affiliate or Associate of such Person; provided that no such Person shall be a Grandfathered Shareholder if such Person is or becomes the Beneficial Owner of additional Common Shares (except for any acquisition of Common Shares by such Persons upon grant or exercise of any stock options granted to them in connection with their service on the Board of Directors of the Corporation); and (ii) Kopp Investment Advisors, Inc. and its affiliates (“KIA”); provided that KIA shall no longer be a Grandfathered Shareholder at and after such time as KIA, together with all Affiliates and Associates of KIA, shall be the Beneficial Owner of  20% or more of the then outstanding Common Shares (other than as a result of a Permitted Offer).

2.       All other provisions of the Rights Plan shall remain unchanged and in full force and effect.

3.       This Amendment may be executed in any number of counterparts, each of which shall constitute an original, but all of which together shall constitute one instrument notwithstanding that all parties are not signatories to the same counterpart.

[Signature Page Follows]

                    IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment to the Rights Plan as of the 22nd day of May, 2001.

  APPLIED MICROSYSTEMS CORPORATION
   
         /s/ Robert C. Bateman
  Name:  Robert C. Bateman
Title:  Vice President and Chief Financial Officer
   
   
  MELLON INVESTOR SERVICES LLC 
   
         /s/ Joseph S. Campbell
  Name:  Joseph S. Campbell
Title:  Assistant Vice President

 

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