-----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, FU64Lqeths9WrEUwpLObeGT7bZ0GTYVGDONi2SzoJ3UQo+B4ywJcUd5xFrI/zZIG +z+mwNbhfPQradQF2NNVug== 0000950144-03-013264.txt : 20031125 0000950144-03-013264.hdr.sgml : 20031125 20031125111510 ACCESSION NUMBER: 0000950144-03-013264 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNOTRAC CORP CENTRAL INDEX KEY: 0001051114 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 581592285 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23741 FILM NUMBER: 031022272 BUSINESS ADDRESS: STREET 1: 6655 SUGARLOAF PARKWAY CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 678-584-4000 MAIL ADDRESS: STREET 1: 1828 MECA WAY CITY: NORCROSS STATE: GA ZIP: 30093 8-A12G/A 1 g86090e8va12gza.txt INNOTRAC CORPORATION ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 8-A/A AMENDMENT NO. 1 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 -------------- INNOTRAC CORPORATION (Exact Name of Registrant as Specified in Its Charter) GEORGIA 58-1592285 (State or other jurisdiction) (I.R.S. Employer of incorporation or organization) Identification No.) 6655 SUGARLOAF PARKWAY 30097 DULUTH, GEORGIA (Zip Code) (Address of principal executive offices) If this form relates to the registration of a If this form relates to the registration of class of securities pursuant to Section 12(b) a class of securities pursuant to Section of the Exchange Act and is effective pursuant 12(g) of the Exchange Act and is effective to General Instruction A.(c), please check pursuant to General Instruction A.(d), the following box. [___] please check the following box. [x] Securities Act registration statement file number to which this form relates: N/A ------------------------------------------------- (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered N/A N/A
Securities to be registered pursuant to Section 12(g) of the Act: SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK PURCHASE RIGHTS ================================================================================ ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Item No. 1 is amended as follows. On November 21, 2003, the Board of Directors of Innotrac Corporation (the "Company") authorized Amendment No. 3 to the Rights Agreement dated as of December 31, 1997 between the Company and SunTrust Bank, as rights agent, as previously amended by Amendment No. 1, dated as of November 30, 2000, and Amendment No. 2, dated August 14, 2003 (the "Rights Agreement"). The Company and SunTrust Bank executed Amendment No. 3 on November 24, 2003. Pursuant to Amendment No. 3, David Dadante ("Dadante"), who is the general partner of IPOF Fund, an Ohio limited partnership ("IPOF," and together with Dadante, referred to herein as the "IPOF Group"), the IPOF Fund and the IPOF Group shall not be deemed to be an "Acquiring Person" under the Rights Agreement--that is, will not trigger the distribution and exercisability of the preferred stock purchase rights under the Rights Agreement--unless and until the earlier of such time as the IPOF Group, together with all its affiliates and associates, (i) directly or indirectly, becomes the beneficial owner of more than 40% of the Company's common stock then outstanding or (ii) ceases to hold any of the common stock which it beneficially owns without any intention of changing or influencing control of the Company. IPOF Fund has indicated to the Company that it currently owns 2,800,500 shares, or 24.2% of the total common stock outstanding. The Rights Agreement continues to provide that all other shareholders must secure Board approval before acquiring beneficial ownership of more than 15% of the common shares outstanding; otherwise the Rights Agreement would be triggered. Amendment No. 2 to the Rights Agreement had previously introduced the exception from the definition of "Acquiring Person" for the IPOF Group described in the preceding paragraph, except that the IPOF Group, together with all its affiliates and associates, could become the beneficial owner of up to 25% of the Company's common stock then outstanding without triggering the Rights Agreement under that previous amendment. Amendment No. 1 provided for the appointment of SunTrust Bank as a successor rights agent and amended the Rights Agreement in certain other particulars. This summary of the Rights Agreement, including the Amendments described herein, does not purport to be complete and is qualified in its entirety by the full text of the Rights Agreement and its Amendments filed with the Commission and incorporated herein by reference. ITEM 2. EXHIBITS. 3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Amendment No. 1 to the Registration Statement on Form S-1 (Commission File No. 333-42373), filed with the Commission on February 11, 1998). 3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Amendment No. 2 to the Registration Statement on Form S-1 (Commission File No. 333-79929), filed with the Commission on July 22, 1999). 4.1 Form of Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Company's Amendment No. 1 to the Registration Statement on Form S-1 (Commission File No. 333-42373), filed with the Commission on February 11, 1998). 4.2(a) Rights Agreement between the Company and Reliance Trust Company as Rights Agent dated as of December 31, 1997 (incorporated herein by reference to Exhibit 4.2 to the Company's Amendment No. 1 to the Registration Statement on Form S-1 (Commission File No. 333-42373), filed with the Commission on February 11, 1998). (b) Amendment No. 1 to the Rights Agreement dated as of November 30, 2000 between the Company, Reliance Trust Company and SunTrust Bank (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (Commission File No. 000-23741), filed with the Commission on March 30, 2001). (c) Amendment No. 2 to the Rights Agreement dated as of August 14, 2003 between the Company and SunTrust Bank (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003 (Commission File No. 000-23741), filed with the Commission on August 20, 2003). (d) Amendment No. 3 to the Rights Agreement dated as of November 24, 2003 between the Company and SunTrust Bank 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. November 24, 2003 INNOTRAC CORPORATION -------------------- (Registrant) By:/s/David L. Gamsey --------------------------------- David L. Gamsey Senior Vice President, Chief Financial Officer and Secretary EX-4.2(D) 3 g86090exv4w2xdy.txt EX-4.2(D) AMENDMENT NO. 3 TO RIGHTS AGREEMENT EXHIBIT 4.2(D) AMENDMENT NO. 3 TO RIGHTS AGREEMENT This Amendment No. 3, dated November 24, 2003 ("Amendment No. 3") to the Rights Agreement dated as of December 31, 1997 between Innotrac Corporation, a Georgia corporation (the "Company"), and Suntrust Bank, as rights agent (the "Rights Agent"), as amended by Amendment No. 1 dated as of November 30, 2000, and Amendment No. 2 dated as of August 14, 2003 (as amended, the "Rights Agreement"), is made by and between the Company and the Rights Agent. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Rights Agreement. RECITALS WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to amend the Rights Agreement to modify the definition therein of Acquiring Person to exclude a certain shareholder from such definition under specified circumstances; and WHEREAS, the Company has determined to amend the Rights Agreement in accordance with Section 27 of the Rights Agreement and the Rights Agent is directed to join in this Amendment No. 3 to the Rights Agreement as set forth herein. AGREEMENT NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 1. The definition of Acquiring Person in Section 1 of the Rights Agreement is hereby amended to delete the last sentence thereof, which was added by Amendment No. 2 to the Rights Plan, and to insert in lieu thereof the following: Notwithstanding anything to the contrary contained in this definition, David Dadante ("Dadante"), who is the general partner of IPOF Fund, an Ohio limited partnership ("IPOF," and together with Dadante, referred to herein as the "IPOF Group"), the IPOF Fund and the IPOF Group shall not be deemed to be an "Acquiring Person" unless and until the earlier of such time as the IPOF Group, together with all Affiliates and Associates, (i) directly or indirectly, becomes the Beneficial Owner of more than 40% of the Common Shares then outstanding or (ii) ceases to hold any of the Common Shares of which it is the Beneficial Owner without any intention of changing or influencing control of the Company. 2. Except as amended hereby, the Rights Agreement, as amended, remains in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 by their duly authorized representatives effective the date set forth above. INNOTRAC CORPORATION SUNTRUST BANK By:/s/David L. Gamsey By:/s/Sandra Benefield ------------------------------------------ ------------------------------- Name: David L. Gamsey Name: Sandra Benefield --------------------------------------------- ------------------------- Title: Senior Vice President, Chief Title: Vice President -------------------------------------------- ------------------------ Financial Officer and Secretary --------------------------------------------
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