0000950123-11-085033.txt : 20110916 0000950123-11-085033.hdr.sgml : 20110916 20110916171135 ACCESSION NUMBER: 0000950123-11-085033 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110916 DATE AS OF CHANGE: 20110916 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dolan Co. CENTRAL INDEX KEY: 0001396838 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 522065604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33603 FILM NUMBER: 111095911 BUSINESS ADDRESS: STREET 1: 222 SOUTH NINTH STREET, SUITE 2300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612) 317-9420 MAIL ADDRESS: STREET 1: 222 SOUTH NINTH STREET, SUITE 2300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: Dolan Co DATE OF NAME CHANGE: 20100527 FORMER COMPANY: FORMER CONFORMED NAME: Dolan Media CO DATE OF NAME CHANGE: 20070418 8-A12B/A 1 c22517e8va12bza.htm FORM 8-A 12B/A Form 8-A 12b/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
The Dolan Company
(Exact name of registrant as specified in its charter)
     
Delaware   43-2004527
     
(State of incorporation or organization)   (I.R.S. Employer Identification No.
     
222 Second Avenue South, Suite 2300, Minneapolis, Minnesota   55402
     
(Address of principal executive offices)   (Zip Code)
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
Series A Junior Participating Preferred Stock Purchase Right The New York Stock Exchange
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. þ
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), please check the following box. o
Securities Act registration statement file number to which this form relates: N/A (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act: None.
 
 

 

 

 

The Dolan Company (the “Company”) hereby amends its registration statement on Form 8-A, which it filed with the Securities Exchange Commission (the “SEC”) on February 3, 2009 and amended on a Form 8-A/A filed with the SEC on March 22, 2010 (as so amended, the “Original Registration Statement”), as follows:
Item 1.  
Description of Securities to be Registered.
The Company hereby amends and supplements Item 1 of the Original Registration Statement to reflect that on September 15, 2011, the Company entered into Amendment No. 2 to Rights Agreement (“Amendment 2”), which amends its Rights Agreement dated as of January 29, 2009 (the “Base Rights Agreement”), which was previously amended by Amendment No. 1 to Rights Agreement dated as of March 17, 2010 (“Amendment 1,” and together with the Base Rights Agreement, the “Rights Agreement”). Pursuant to Amendment 2, Wells Fargo Bank, N.A. succeeds Mellon Investor Services LLC as Rights Agent under the Rights Agreement.
The foregoing description is qualified in its entirety by reference to (i) Amendment 2, which is incorporated by reference herein as Exhibit 4.3, (ii) the Base Rights Agreement, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2009 and is incorporated by reference herein, and (iii) Amendment 1, which was filed as Exhibit 4 to the Company’s Current Report on Form 8-K filed with the SEC on March 22, 2010 and is incorporated by reference herein.
Item 2.  
Exhibits.
   
Item 2 of the Original Registration Statement is amended by adding the following Exhibit 4.3:
 
4.3  
Amendment No. 2 to Rights Agreement, dated as of September 15, 2011, and effective as of September 16, 2011, by and between The Dolan Company and Wells Fargo Bank, N.A., as successor Rights Agent (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2011).

 

 

 

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 hereunto duly authorized.
         
  THE DOLAN COMPANY
 		  
Date: September 16, 2011  /s/ Vicki J. Duncomb    
  Name:   Vicki J. Duncomb   
  Its: Vice President and Chief Financial Officer