-----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, BPMSctQDKCQ9UXtrt4KTbFMXxCocZG2owiNjzxGcnMUzPpvLnbDLynvqSb2dvXXW cvXrdKbX1wccbMoqAwWJKA== 0001047469-98-026300.txt : 19980703 0001047469-98-026300.hdr.sgml : 19980703 ACCESSION NUMBER: 0001047469-98-026300 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980702 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRODERBUND SOFTWARE INC /DE/ CENTRAL INDEX KEY: 0000812490 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942768218 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-15811 FILM NUMBER: 98659848 BUSINESS ADDRESS: STREET 1: 500 REDWOOD BLVD CITY: NOVATO STATE: CA ZIP: 94948-6121 BUSINESS PHONE: 4153824400 MAIL ADDRESS: STREET 1: 500 REDWOOD BLVD CITY: NOVATO STATE: CA ZIP: 94948-6121 8-A12G/A 1 8-A/A 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 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BRODERBUND SOFTWARE, INC. - ------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 94-2768218 (STATE OF INCORPORATION (I.R.S. EMPLOYER OR ORGANIZATION IDENTIFICATION NO.) 500 REDWOOD BOULEVARD NOVATO, CA 94947 - ------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. / / If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. / / Securities to be registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE ON TITLE OF EACH CLASS WHICH EACH CLASS IS TO BE TO BE SO REGISTERED REGISTERED NONE NONE Securities to be registered pursuant to Section 12(g) of the Act: PREFERRED SHARE PURCHASE RIGHTS - ------------------------------------------------------------------------------- (TITLE OF CLASS) - ------------------------------------------------------------------------------- (Title of class) ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. On May 3, 1996, Broderbund Software, Inc. (the "Registrant") filed a Registration Statement on Form 8-A (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") in order to register preferred share purchase rights issuable in accordance with the terms of the Preferred Shares Rights Agreement (the "Rights Agreement"), dated as of May 1, 1996, between the Registrant and Chemical Mellon Shareholder Services, L.L.C., as rights agent ("Chemical Mellon"). On August 1, 1996, Harris Trust Company of California, a California corporation ("Harris"), succeeded Chemical Mellon as the Rights Agent to the Rights Agreement. On June 26, 1998, the Registrant and Harris entered into the First Amendment to Preferred Shares Rights Agreement (the "Amendment"), which amends the Rights Agreement as originally executed. A copy of the Amendment is attached hereto as Exhibit 1 and is incorporated herein by reference. The Rights Agreement, as amended by the Amendment, is referred to herein as the "Amended Rights Agreement." The Amended Rights Agreement is substantially the same as the Rights Agreement as originally executed, with the following principal exceptions: ACQUIRING PERSON The Amended Rights Agreement provides that none of The Learning Company, a Delaware corporation ("Parent"), its subsidiaries, Affiliates or Associates, including TLC Merger, is an Acquiring Person pursuant to the Amended Rights Agreement solely by virtue of the execution of the Agreement and Plan of Merger dated June 21, 1998 among Parent, TLC Merger and the Registrant (the "Merger Agreement"), the acquisition of the Shares (as defined in the Merger Agreement) by the Parent pursuant to the Merger, the consummation of the Merger (as defined in the Merger Agreement), or any other transaction contemplated by the Merger Agreement. DISTRIBUTION DATE The Amended Rights Agreement provides that a Distribution Date shall not occur solely by reason of the execution of the Merger Agreement, the consummation of the Merger, or any other transaction contemplated by the Merger Agreement. SHARES ACQUISITION DATE The Amended Rights Agreement provides that a Shares Acquisition Date shall not occur solely by reason of the execution of the Merger Agreement, the consummation of the Merger, or any other transaction contemplated by the Merger Agreement. TRIGGERING EVENT -3- The Amended Rights Agreement provides that a Triggering Event shall not occur solely by reason of the execution of the Merger Agreement, the consummation of the Merger, or any other transaction contemplated by the Merger Agreement. In all other material respects, the disclosure concerning the Rights and Rights Agreement as set forth in the Registration Statement is unchanged. The summary of the Amended Rights Agreement contained herein or in the Registration Statement as originally filed is qualified in its entirety by reference to the Amended Rights Agreement. ITEM 2. EXHIBITS 1. First Amendment dated June 26, 1998 to Preferred Shares Rights Agreement, dated as of May 1, 1996, between Broderbund Software, Inc. and Harris Trust Company of California, a California corporation, as rights agent. Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934 the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 26, 1998 BRODERBUND SOFTWARE, INC. By: /s/ Joe Durrett ------------------------------- Title: Chief Executive Officer --------------------------- -4- EXHIBIT INDEX EXHIBIT NO. EXHIBIT 1 First Amendment dated June 26, 1998 to Preferred Shares Rights Agreement, dated as of May 1, 1996, between Broderbund Software, Inc. and Harris Trust Company of California, a California corporation -5- EX-1 2 EXHIBIT 1 FIRST AMENDMENT TO RIGHTS AGREEMENT Amendment dated June 26, 1998 ("Amendment") to the Preferred Shares Rights Agreement ("Agreement"), dated as of May 1, 1996, between Broderbund Software, Inc., a Delaware corporation (the "Company"), and Harris Trust Company of California, a California corporation (the "Rights Agent"), the successor to Chemical Mellon Shareholder Services, L.L.C., as Rights Agent. Pursuant to Section 27 of the Agreement, this Amendment is being executed by the Company and the Rights Agent for the purpose of amending the Agreement as set forth below: The Agreement is hereby amended as follows: 1. Section 1(a) shall be amended by inserting the following at the end of Section 1(a): "Notwithstanding the foregoing or any provision to the contrary in this Agreement, none of The Learning Company, Inc. ("Parent"), its subsidiaries, Affiliates or Associates, including TLC Merger Corp., is an Acquiring Person pursuant to this Agreement solely by virtue of their acquisition, or their right to acquire, beneficial ownership of shares of the Company as a result of their execution of the Agreement and Plan of Merger dated June 21, 1998 among Parent, TLC Merger Corp. and the Company (the "Merger Agreement"), the consummation of the Merger (as defined in the Merger Agreement), or any other transaction contemplated by the Merger Agreement. 2. Section 1(i) shall be amended by inserting the following at the end of Section 1(i): "Notwithstanding the foregoing or any provision to the contrary in this Agreement, a Distribution Date shall not occur solely by reason of the execution of the Merger Agreement, the consummation of the Merger, or any other transaction contemplated by the Merger Agreement. 3. Section 1(v) shall be amended by inserting the following at the end of Section 1(v): "Notwithstanding the foregoing or any provision to the contrary in this Agreement, a Shares Acquisition Date shall not occur solely by reason of the execution of the Merger Agreement, the consummation of the Merger, or any other transaction contemplated by the Merger Agreement. 4. Section 1(z) shall be amended by inserting the following at the end of Section 1(z): "Notwithstanding the foregoing or any provision to the contrary in this Agreement, a Triggering Event shall not occur solely by reason of the execution of the Merger Agreement, the consummation of the Merger, or any other transaction contemplated by the Merger Agreement. 5. This Amendment shall be deemed to be entered into under the laws of the State of Delaware 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. 6. This Amendment may be executed in any number of counterparts and 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. 7. As amended hereby, the Agreement shall remain in full force and effect. Entered into as of the date first written above, BRODERBUND SOFTWARE, INC. By: /s/ Joe Durrett -------------------------------- Joe Durrett, President Attest: /s/ Tom Marcus -------------------------------- Tom Marcus, General Counsel HARRIS TRUST COMPANY OF CALIFORNIA, a California corporation as Rights Agent By: /s/ Esther Cervantes -------------------------------- Name: Esther Cervantes Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----