-----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, VxX7AbK2oVBeFNEFXdzc/ecYmtSFoqBUZPB3kt0H/paRVPeHDg6KM/zuQX2rwQDQ nmOvSurK3lgbaCXQTGcgCg== 0001086144-99-000060.txt : 19990914 0001086144-99-000060.hdr.sgml : 19990914 ACCESSION NUMBER: 0001086144-99-000060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990707 ITEM INFORMATION: FILED AS OF DATE: 19990913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EIS INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000032251 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 061017599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20329 FILM NUMBER: 99710650 BUSINESS ADDRESS: STREET 1: 555 HERNDON PARKWAY CITY: HERNDON STATE: VA ZIP: 22070 BUSINESS PHONE: 2033514800 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19940218 8-K 1 EIS INTERNATIONAL, INC. FORM 8-K 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): July 7, 1999 ------------------ EIS International, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-20329 06-1017599 ----------------------- --------------------------------- (Commission File Number) (IRS Employer Identification No.) 555 Herndon Parkway, Herndon, Virginia 20170 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (703) 326-6400 - -------------------------------------------------------------------------------- Registrant's Telephone Number, Including Area Code INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. By an Agreement of Amendment dated as of July 7, 1999 (the "Amendment"), EIS International, Inc. (the "Registrant") and BankBoston, N.A. as Rights Agent have amended the Rights Agreement dated as of May 16, 1997 (the "Rights Agreement"). The Rights Agreement contains a description and terms of the preferred stock purchase rights (the "Rights") which were the subject of a dividend declared by the Registrant's Board of Directors on May 16, 1997. Each of the Rights, issued as a dividend to Common Stockholders of record at the close of business on May 27, 1997, entitles the registered holder, under the terms and conditions described in the Rights Agreement, to purchase from the Registrant a unit consisting of one one-thousandth of a share of Series A Junior Participating Preferred Stock, $.01 par value, at a purchase price of $20 in cash per unit, subject to adjustment. The Rights are not exercisable until the Distribution Date as described in the Rights Agreement. The Rights may be redeemed by action of the Board of Directors, at a price of $.01 per Right, and upon such action of the Board of Directors the Rights will terminate, as described in, and subject to the terms and conditions of, the Rights Agreement. The Rights Agreement contained certain provisions requiring that actions of the Board of Directors redeeming the Rights or taking certain other actions with respect to the Rights may be taken only if there are at least two Continuing Directors (as defined in the Rights Agreement) then in office and a majority of the Continuing Directors approve such action. The Rights Agreement also contained certain provisions to the effect that a tender offer meeting certain requirements, (a "Permitted Offer") would not cause the Rights to be exercisable. Such requirements included the provision that the offer be determined to be fair is to price and in the best interests of the Registrant and its stockholders by a majority of the members of the Board of Directors who are not officers of the Company nor representatives, nominees, Affiliates or Associates of an Acquiring Person (as such terms are defined in the Rights Agreement). The Amendment eliminates the provisions of the Rights Agreement relating to Continuing Directors and Permitted Offer. The Rights are further described in the Report of the Registrant on Form 8-K dated May 28, 1997, and in the Rights Agreement filed with the Securities and Exchange Commission as Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed on May 28, 1997. -2- 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. Date: July 7, 1999 EIS INTERNATIONAL, INC. (Registrant) By: /s/James E. McGowan -------------------------- James E. McGowan President and Chief Executive Officer -3- INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- 4.2 Amendment, dated as of July 7, 1999, to Rights Agreement, dated as of May 16, 1997, between the Registrant and BankBoston, N.A., as Rights Agent. EX-4.2 2 INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS AMENDMENT NO. 1 DATED AS OF JULY 7, 1999 TO RIGHTS AGREEMENT DATED AS OF MAY 16, 1997 WHEREAS, on May 16, 1997, the Board of Directors of EIS International, Inc., a Delaware corporation (the "Company'"), declared a dividend of one preferred stock purchase right (a "Right") for each outstanding share of the Company's common stock, $.01 par value per share; and WHEREAS, the Company has entered into a certain Rights Agreement dated as of May 16, 1997 (the "Rights Agreement") with BankBoston, N.A., a national banking association, as Rights Agent (the "Rights Agent") setting forth the terms and conditions attaching to such Rights including among other things the circumstances under which the Rights may be redeemed or terminated; and WHEREAS, the parties have agreed to amend the Rights Agreement so as to delete certain provisions referring to "Continuing Directors" and "Permitted Offer" as defined in the Rights Agreement; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth and in the Rights Agreement, the parties hereto agree as follows: 1. The Rights Agreement is hereby amended as follows: (a) Section 1 ("Certain Definitions") is hereby amended as follows: (i) by deleting in paragraph (e) thereof, the definition of "Business Day", the phrase "State of New York" and substituting therefor the phrase, "Commonwealth of Massachusetts"; (ii) by deleting in paragraph (f) thereof, the definition of "Close of business", the phrase "New York" each time it appears and substituting therefor the word, "Eastern", (iii) by deleting in paragraph (i) thereof, the definition of "Continuing Director", and substitute therefor: "(i) intentionally omitted"; and (iv) by deleting in paragraph (p) thereof, the definition of "Permitted Offer", and substitute therefor: "(p) intentionally omitted". (b) Subsection (a) of Section 7 ("Exercise of Rights; Purchase Price; Expiration Date of Rights") is hereby amended by deleting clause (ii) thereof which reads "(ii) the time at which the Rights expire as provided in Section 13(d) hereof,", and renumbering clause (iii) as clause (ii). (c) Clause (ii) of subsection (a) of Section 11 ("Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights") is hereby amended by deleting the parenthetical phrase "(other than pursuant to a Permitted Offer.)" (d) Subsection (d) of Section 13 ("Consolidation, Merger or Sale or Transfer of Assets or Earning Power") is hereby deleted in its entirety. (e) Subsection (a) of Section 23 ("Redemption and Termination") is hereby amended by deleting clauses (i)(C) and (ii)(C), so that said Section 23(a) shall read in its entirety as follows: (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Notwithstanding the foregoing if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption set forth above in this Section 23(a), either (i)(A) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (B) there are no other Persons, immediately following the occurrence of the event described in clause (A), who are Acquiring Persons, or (ii)(A) the Board approves the consolidation, merger or other combination of the Company with or into, or the sale or other transfer (either by the Company or one or more of its Subsidiaries), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to a Person other than the Acquiring Person (or any Associate or Affiliate of such Acquiring Person) who caused the occurrence of such Stock Acquisition Date, and (B) the Board of Directors of the Company, as part of the approval of such an event described in the preceding clause (ii)(A), approves the reinstatement of the right of redemption pursuant to this Section 23, then, in either such case, the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired." (f) Subsection (a) of Section 24 ("Exchange") is hereby amended by deleting the last sentence thereof. (g) Section 26 ("Notices") is hereby amended by changing the address of the Rights Agent to read as follows: "BankBoston, N.A. c/o EquiServe Limited Partnership 150 Royall Street Canton, MA 02021 Attention: Client Administration" (h) Section 27 ("Supplements and Amendments") is hereby amended to read as follows: "Section 27. Supplements and Amendments. Except as provided in the penultimate sentence of this Section 27, prior to the Distribution Date, the Company may, in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable, provided that no such supplement or amendment shall adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and provided further, that this Agreement may not be supplemented or amended to shorten or lengthen any time period hereunder unless such shortening or lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights, and provided, further, that in any case this Agreement may not be supplemented or amended to lengthen the time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one-thousands of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock." (i) Exhibit C to the Rights Agreement ("Summary of Rights to Purchase Preferred Stock") is hereby amended as follows: (i) by deleting in the fifth paragraph thereof the phrase "unless the event causing the 20% threshold to be crossed is a Permitted Offer (as defined in the Rights Agreement)". (ii) by deleting in clause (i) of the seventh paragraph thereof the parenthetical phrase "(other than a merger which follows a Permitted Offer)". (iii) by deleting in the ninth paragraph thereof the phrase "and subject to certain [sic] the concurrence of a majority of the Continuing Directors (as defined in the Rights Agreement)". 2. All capitalized terms not defined herein shall have the meanings ascribed to them in the Rights Agreement. 3. Except as specifically provided herein, the Rights Agreement remains in full force and effect without modification. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. Attest: EIS INTERNATIONAL, INC. By: /s/Robin L. Pylypko By: /s/James E. McGowan -------------------------- ------------------------------ Name: Robin L. Pylypko Name: James E. McGowan Title: Executive Assistant President and Chief Executive Officer Attest: BankBoston, N.A. By: /s/Angela R. Dray By: /s/Tyler Haynes ----------------------- ------------------------------- Name: Angela R. Dray Name: Tyler Haynes Title: Account Manager Title: Director, Client Services -----END PRIVACY-ENHANCED MESSAGE-----