-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NvlZzbNwXEGy351Wl+3R6OwgkThu4sojlBSQu15z3jiF+g0G9hv7NAkzhq5+WQ9p uiRnJm4TlnIL/FJ2Hgo2oQ== 0000898822-95-000087.txt : 19950728 0000898822-95-000087.hdr.sgml : 19950728 ACCESSION NUMBER: 0000898822-95-000087 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950727 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MULTIMEDIA INC CENTRAL INDEX KEY: 0000068813 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 570173540 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06265 FILM NUMBER: 95556469 BUSINESS ADDRESS: STREET 1: 305 SOUTH MAIN ST STREET 2: P O BOX 1688 CITY: GREENVILLE STATE: SC ZIP: 29601 BUSINESS PHONE: 8032984373 MAIL ADDRESS: STREET 1: PO BOX 1688 CITY: GREENVILLE STATE: SC ZIP: 29602 8-A12G/A 1 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 MULTIMEDIA, INC. (Exact name of registrant as specified in its charter) South Carolina 57-0173540 (State of incorporation or organization) (IRS Employer Identifi- cation No.) 305 South Main Street Greenville, S.C. 29601 (Address of principal executive offices) (Zip Code) If this Form relates to the If this Form relates to the regis- registration of a class of tration of a class of debt securi- debt securities and is effec- ties and is to become effective tive upon filing pursuant to simultaneously with the effective- General Instruction A(c)(1) ness of a concurrent registration please check the following statement under the Securities Act box. of 1933 pursuant to General In- struction A(c)(2) please check the following box. 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 None N/A Securities to be registered pursuant to Section 12(g) of the Act: Common Share Purchase Rights (Title of Class) The undersigned registrant hereby amends Items 1 and 2 of its Registration Statement on Form 8-A, dated September 12, 1989, (the "Registration Statement") as set forth below. Item 1. Description of Registrant's Securities to be Registered. The Board of Directors of Multimedia, Inc. (the "Company") approved an amendment (the "Amendment"), dated as of July 24, 1995, to the Rights Agreement, dated as of September 6, 1989, by and between the Company and Wachovia Bank of North Carolina, N.A., successor rights agent to South Carolina National Bank, as Rights Agent (the "Rights Agreement"). All capitalized terms used below and not defined herein have the meanings ascribed to them in the Rights Agreement. The Amendment provides that neither Gannett Co., Inc., a Delaware corporation ("Acquiror"), nor Multimedia Talk Channel, Inc., a Delaware corporation ("Sub"), nor any other Person shall be deemed to be an Acquiring Person by virtue of the Agreement and Plan of Merger, dated as of July 24, 1995, among the Company, Acquiror and Sub, as it may be amended or supplemented from time to time (the "Merger Agreement"), or by virtue of any of the transactions contemplated by the Merger Agreement. The Amendment also provides that (i) neither a Distribution Date nor a Trigger Event shall be deemed to have occurred by virtue of the Merger Agreement or by virtue of any of the transactions contemplated by the Merger Agreement; (ii) the Rights may not be exercised after the time immediately prior to the effective time of the merger of the Company as contemplated by and in accordance with the terms of the Merger Agreement; and (iii) nothing in the Rights Agreement should be construed to give any holder of Rights or any other Person any legal or equitable rights, remedies or claims under the Rights Agreement by virtue of the execution of the Merger Agreement or by virtue of any of the transactions contemplated by the Merger Agreement. The foregoing description of the Amendment is quali- fied in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 1 and is incor- porated herein by reference. Item 2. Exhibits. 1. Amendment, dated as of July 24, 1995, between Multi- media, Inc. and Wachovia Bank of North Carolina, N.A., successor rights agent to South Carolina Na- tional Bank. -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement amendment to be signed on its be- half by the undersigned, thereto duly authorized. MULTIMEDIA, INC. Date: July 27, 1995 By: /s/ Robert E. Hamby, Jr. Name: Robert E. Hamby, Jr. Title: Senior Vice President and Chief Financial Officer -3- EXHIBIT INDEX Sequentially Numbered Exhibit No. Page 1. Amendment, dated as of July 24, 1995, between Multimedia, Inc. and Wachovia Bank of North Carolina, N.A., successor rights agent to South Carolina National Bank. EX-1 2 CONFORMED COPY AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT (the "Amendment"), dated as of July 24, 1995, is between MULTIMEDIA, INC., a South Carolina corporation (the "Company"), and WACHOVIA BANK OF NORTH CAROLINA, N.A., successor rights agent to SOUTH CAROLINA NATIONAL BANK (the "Rights Agent"). Recitals A. The Company and the Rights Agent are parties to a Rights Agreement dated as of September 6, 1989 (the "Rights Agreement"). B. Gannett Co., Inc., a Delaware corporation, Multimedia Talk Channel, Inc., a Delaware corporation ("Sub"), and the Company are contemplating entering into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Sub would be merged with and into the Company (the "Merger"). The Board of Directors of the Company has approved the Merger Agreement and the Merger. C. Pursuant to Section 27 of the Rights Agreement, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is nec- essary and desirable to reflect the foregoing and the Company and the Rights Agent desire to evidence such amendment in writing. Accordingly, the parties agree as follows: 1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary neither Gannett Co., Inc., a Delaware corpo- ration ("Acquiror"), nor Multimedia Talk Channel, Inc., a Delaware corporation ("Sub"), nor any other Person shall be deemed to be an Acquiring Person by virtue of Agreement and Plan of Merger, to be entered into as of July 24, 1995, among the Company, Acquiror and Sub, as it may be amended or supplemented from time to time (the "Merger Agreement"), or by virtue of any of the transactions contemplated by the Merger Agreement." 2. Amendment of Section 1(g). Section 1(g) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred by virtue of the Merger Agreement or by virtue of any of the transactions contemplated by the Merger Agreement." 3. Amendment of Section 1(m). Section 1(m) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, a Trigger Event shall not be deemed to have occurred by virtue of the Merger Agreement or by virtue of any of the transactions contemplated by the Merger Agree- ment." 4. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is amended and restated to read in its en- tirety as follows: "(a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each Common Share as to which the Rights are exercised, at or prior to the earliest of (i) the close of business on September 6, 1999 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof and (iv) immediately prior to the effective time of the merger of the Company as contemplated by and in accordance with the terms of the Merger Agreement." 5. Amendment of Section 29. Section 29 of the Rights Agreement is amended to add the following sentence at the end thereof: "Nothing in this Rights Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedies or claims under this Rights -2- Agreement by virtue of the execution of the Merger Agree- ment or by virtue of any of the transactions contemplated by the Merger Agreement." 6. Effectiveness. This Amendment shall be deemed effective as of July 24, 1995 as if executed on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 7. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of South Caro- lina and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, cov- enant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, cov- enants and restrictions of this Amendment shall remain in full force and affect and shall in no way be affected, impaired or invalidated. -3- EXECUTED as of the date set forth above. Attest: MULTIMEDIA, INC. /s/ Alan D. Austin /s/ Robert E. Hamby, Jr. Name: Alan D. Austin Name: Robert E. Hamby, Jr. Title: Treasurer Title: Senior Vice President WACHOVIA BANK OF NORTH CAROLINA, N.A., Successor Rights Agent to Attest: SOUTH CAROLINA NATIONAL BANK /s/ Deborah N. Keaton /s/ Molly A. Long Name: Deborah N. Keaton Name: Molly A. Long Title: Assistant Secretary Title: Senior Vice President -4- -----END PRIVACY-ENHANCED MESSAGE-----