-----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, SB04sjBGPu3IeuW6uOakSQiXJehGk9OW5PFICY22/aMJ+r4au+krxjSL7xn9KbuY M2Bw0QFWuIpTXBAspZW/vw== 0000351145-99-000011.txt : 19990317 0000351145-99-000011.hdr.sgml : 19990317 ACCESSION NUMBER: 0000351145-99-000011 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERGRAPH CORP CENTRAL INDEX KEY: 0000351145 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 630573222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-09722 FILM NUMBER: 99566460 BUSINESS ADDRESS: STREET 1: THIGPEN HQ011 #9384 CITY: HUNTSVILLE STATE: AL ZIP: 35894-0001 BUSINESS PHONE: 2567302000 8-A12G/A 1 FORM 8-A/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERGRAPH CORPORATION ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware 63-0573222 - --------------------------- ------------------------------------ (State of incorporation or (I.R.S. Employer Identification No.) organization) Intergraph Corporation Huntsville, Alabama 35894-0001 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to 12(b) of the Exchange Act and Section 12(g) of the Exchange is effective pursuant to Act and is effective General Instruction A.(c), pursuant to General please check the following Instruction A.(d), please box. ( ) check the following box. ( ) Securities Act registration statement file number to which this form relates: Securities to be registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class to be Which Each Class is Registered to be Registered ------------------------ ------------------------- Securities to be registered pursuant to Section 12 (g)of the Act: Rights to Purchase Common Stock ------------------------------- (Title of class) The undersigned registrant hereby amends the following items and exhibits or other portions of its Registration Statement on Form 8-A filed September 9, 1993 as follows: Item 1. Description of Registrant's Securities to be Registered ------------------------------------------------------- Item 1 is hereby amended by adding the following paragraph: Effective March 16, 1999, Intergraph Corporation (the "Company") amended ("Amendment No.1 to Rights Agreement") the Rights Agreement dated as of August 25, 1993, between the Company and Harris Trust and Savings Bank, as Rights Agent. Amendment No. 1 to Rights Agreement deletes the term Independent Director and removes all references to Independent Director decision making with regard to redemption of the Rights and amendment of the Rights Agreement, such decision making now being vested in the Board of Directors. Item 2. Exhibits -------- 1. Rights Agreement, dated August 25, 1993, between Intergraph Corporation and Harris Trust and Savings Bank, as Rights Agent, (incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K dated August 25, 1993). 2. Amendment No. 1 to Rights Agreement, dated March 16, 1999 between Intergraph Corporation and Harris Trust and Savings Bank, as Rights Agent. SIGNATURE Pursuant to the requirement 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. INTERGRAPH CORPORATION By: /s/ John W. Wilhoite -------------------------------- Name: John W. Wilhoite Title: Executive Vice President and Chief Financial Officer Dated: March 16, 1999 EXHIBIT INDEX ------------- 1. Rights Agreement, dated August 25, 1993, between Intergraph Corporation and Harris Trust and Savings Bank, as Rights Agent, (incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K dated August 25, 1993). 2. Amendment No. 1 to Rights Agreement, dated March 16, 1999 between Intergraph Corporation and Harris Trust and Savings Bank, as Rights Agent. EX-99 2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1 to Rights Agreement dated as of March 16, 1999, amending the Rights Agreement, dated as of August 25, 1993 (the "Rights Agreement"), between Intergraph Corporation, a Delaware corporation (the "Company"), and Harris Trust & Savings Bank, an Illinois banking corporation, as Rights Agent (the "Rights Agent," which term shall include any successor Rights Agent under the Rights Agreement at the Company's direction). WITNESSETH: WHEREAS, on August 25, 1993, the Company and the Rights Agent entered into the Rights Agreement; WHEREAS, Section 26 of the Rights Agreement provides that prior to the Distribution Date, the Company and the Rights Agent may amend any provision of the Rights Agreement without the approval of any holders of certificates representing shares of Common Stock; and WHEREAS, on November 5, 1998, the Board of Directors of the Company determined to amend the Rights Agreement and directed the Rights Agent to enter into this Amendment; NOW, THEREFORE, for and in consideration of the premises, the Rights Agreement is amended as follows: 1. Section 1(m) of the Rights Agreement is amended to read as follows: [Intentionally Left Blank] 2. Section 1(r) of the Rights Agreement is amended to read as follows: [Intentionally Left Blank] 3. Section 3(c) of the Rights Agreement is deleted in its entirety and amended to read as follows: (c) Rights shall be issued by the Company in respect of all Common Shares (other than Common Shares issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates evidencing such Common Shares shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Intergraph Corporation and Harris Trust and Savings Bank, dated August 25, 1993, as amended March 16, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Intergraph Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended or may be evidenced by separate certificates and no longer be evidenced by this Certificate. Intergraph Corporation will mail to the holder of this Certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. 4. Section 23(a) of the Rights Agreement is deleted in its entirety and amended to read as follows: (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) the Final Expiration Date, redeem all, but not less than all, of the then outstanding Rights at 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, in its sole discretion, may establish. 5. Section 26 of the Rights Agreement is deleted in its entirety and amended to read as follows: Supplements and Amendments. Prior to the Distribution Date and subject to the last sentence of this Section 26, if the Company so directs, the Company and the Rights Agent may from time to time supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. From and after the Distribution Date and subject to the last sentence of this Section 26, the Company and the Rights Agent may supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem desirable, including, without limitation, the addition of other events requiring adjustment to the Rights under Sections 11 or 13 hereof or procedures relating to the redemption of the Rights, which supplement or amendment shall not, in the good faith determination of the Board of Directors, adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 and certification that the Board of Directors has approved the supplement or amendment, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made which decreases the stated Redemption Price or the period of time remaining until the Final Expiration Date or which modifies a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable. Further, notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent. IN WITNESS THEREOF, the parties hereto have caused this Amendment No.1 to Rights Agreement to be duly executed as of the date first above written. INTERGRAPH CORPORATION By: /s/ Stephen J. Phillips ______________________________________ Name: Stephen J. Phillips Title: Assistant Secretary HARRIS TRUST AND SAVINGS BANK By: /s/ Dennis M. Sneyers _____________________________________ Name: Dennis M. Sneyers Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----