-----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, MJUeynKfbbUdLddWRNWAu6LBlGFxfXb2n0smdNP3wml7rbFzlg0AzGvqpQ3hqn4E j6kb92Y8fU8j1b3ASUW16A== 0001104659-10-051952.txt : 20101012 0001104659-10-051952.hdr.sgml : 20101011 20101012062759 ACCESSION NUMBER: 0001104659-10-051952 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101012 DATE AS OF CHANGE: 20101012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVIDENTITY CORP CENTRAL INDEX KEY: 0001183941 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 450485038 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34137 FILM NUMBER: 101117316 BUSINESS ADDRESS: STREET 1: 6623 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 5105741792 MAIL ADDRESS: STREET 1: 6623 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVCARD CORP DATE OF NAME CHANGE: 20020828 8-A12B/A 1 a10-19269_28a12ba.htm 8-A12B/A

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A/A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Amendment No. 1

 

ActivIdentity Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

45-0485038

(State or Other Jurisdiction of
Incorporation)

 

(IRS Employer
Identification No.)

 

 

 

6623 Dumbarton Circle, Fremont, California

 

94555

(Address of Principal Executive Offices)

 

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class 
to be so registered

 

Name of each exchange on which 
each class is to be registered

Preferred Stock Purchase Rights

 

The NASDAQ Global Market

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

 

Securities Act registration statement file number to which this form relates:                               (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act:  None

 

 

 


 

AMENDMENT NO. 1 TO FORM 8-A

 

ActivIdentity Corporation hereby amends the following items, exhibits or other portions of our Form 8-A, filed on July 25, 2008, as set forth below.

 

Item 1.                                 Description of Securities to be Registered

 

Item 1 of the Form 8-A filed by ActivIdentity Corporation (the “Company”) on July 25, 2008, is hereby amended by adding the following:

 

“On October 11, 2010, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Assa Abloy Inc., an Oregon corporation (“Parent”), and FitAcquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), on the terms and subject to the conditions set forth in the Merger Agreement.  In connection with the Merger Agreement, the Company and the Rights Agent executed Amendment No. 1 to the Stockholder Rights Agreement (the “Amendment”).

 

In connection with the Merger Agreement and the transactions contemplated thereby, the Amendment provides that (i) none of Parent nor any of its Affiliates (as defined in the Rights Agreement) shall be an Acquiring Person (as defined in the Rights Agreement) under the Rights Agreement and (ii) neither a “Shares Acquisition Date” nor “Distribution Date” (each as defined in the Rights Agreement) shall occur and the Rights will not separate from the Common Shares (as defined in the Rights Agreement), in each case, solely by reason of execution, delivery, performance or consummation of the transactions contemplated pursuant to the Merger Agreement, including the Merger.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.”

 

Item 2.                                 Exhibits

 

Exhibit
Number

 

Description

3.1

 

Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock of ActivIdentity Corporation (1)

 

 

 

4.4

 

Stockholder Rights Agreement, dated as of July 25, 2008, between ActivIdentity Corporation and American Stock Transfer & Trust Company LLC, as Rights Agent (2)

 

 

 

4.4.1

 

Amendment No. 1, dated October 11, 2010, to the Stockholder Rights Agreement, dated July 25, 2008, between ActivIdentity Corporation and American Stock Transfer & Trust Company LLC (3)

 

(1)              Incorporated by reference to the Company’s Form 8-A filed with the Securities and Exchange Commission on July 25, 2008 (filed as Exhibit 3.1)

 

(2)              Incorporated by reference to the Company’s Form 8-A filed with the Securities and Exchange Commission on July 25, 2008 (filed as Exhibit 4.1)

 

(3)              Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2010 (filed as Exhibit 4.4.1)

 


 

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.

 

 

ACTIVIDENTITY CORPORATION

 

 

 

 

 

 

Date: October 12, 2010

By:

/s/ Jacques D. Kerrest

 

 

Jacques D. Kerrest

 

 

Chief Financial Officer and

 

 

Chief Operating Officer

 

2


 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

3.1

 

Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock of ActivIdentity Corporation (1)

 

 

 

4.4

 

Stockholder Rights Agreement, dated as of July 25, 2008, between ActivIdentity Corporation and American Stock Transfer & Trust Company LLC, as Rights Agent (2)

 

 

 

4.4.1

 

Amendment No. 1, dated October 11, 2010, to the Stockholder Rights Agreement, dated July 25, 2008, between ActivIdentity Corporation and American Stock Transfer & Trust Company LLC

 

(1)              Incorporated by reference to the Company’s Form 8-A filed with the Securities and Exchange Commission on July 25, 2008 (filed as Exhibit 3.1)

 

(2)              Incorporated by reference to the Company’s Form 8-A filed with the Securities and Exchange Commission on July 25, 2008 (filed as Exhibit 4.1)

 

(3)              Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2010 (filed as Exhibit 4.4.1)

 

3

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