8-A12B/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

AMENDMENT NO. 1

TO

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

A.D.A.M., Inc.

(Exact name of registrant as specified in its charter)

Georgia	58-1878070
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
10 Tenth Street, NE, Suite 525, Atlanta, GA	30309-3848
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Preferred Stock Purchase Rights, no par value	The NASDAQ Stock Market LLC

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.    x

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), check the following box.    ¨

Securities Act registration statement file number to which this form relates:                      (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

None.

(Title of class)

The undersigned registrant hereby amends its Registration Statement on Form 8-A originally filed on July 1, 2009 by adding the information set forth below.

Item 1. Description of Registrant’s Securities to be Registered.

On August 29, 2010, A.D.A.M., Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”) executed a First Amendment to Rights Agreement (the “Amendment”), amending the Rights Agreement dated as of June 29, 2009 by and between the Company and the Rights Agent (the “Rights Agreement”), to provide that:

Ebix, Inc., a Delaware corporation (“Parent”), and Eden Acquisition Sub, Inc., a Georgia corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and their affiliates and associates, shall not be deemed to be an “Acquiring Person” solely by virtue of executing, or acquiring shares of common stock of the Company, par value $0.01 per share (“Common Stock”), pursuant to (i) that certain Agreement and Plan of Merger, dated as of August 29, 2010, by and among the Company, Parent and Merger Sub (the “Merger Agreement”), (ii) the Merger (as defined in the Merger Agreement) or (iii) the consummation of other transactions contemplated in the Merger Agreement (each of the foregoing, an “Exempt Event”); and that no Exempt Event shall cause Parent or Merger Sub to be deemed the Beneficial Owner, nor to Beneficially Own, nor to have Beneficial Ownership of any shares of Common Stock solely by virtue of the approval, execution and delivery of the Merger Agreement, a Stock Acquisition Date to occur, a Distribution Date to occur or a Triggering Event or occur. The Rights Agreement was also amended to provide for expiration of the Rights immediately prior to the Effective Time (as defined in the Merger Agreement).

This summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment to the Rights Agreement, which is attached hereto as Exhibit 4.2 and incorporated herein by reference.

Item 2. Exhibits.

4.1. Form of Rights Agreement between the Company and American Stock Transfer & Trust Company as Rights Agent (including as Exhibit A the form of Certificate of Determination Regarding the Terms of the Series B Preferred Stock, as Exhibit B the form of Right Certificate, as Exhibit C the Summary of Terms of Rights Agreement and as Exhibit D a form of letter to shareholders) (incorporated by reference to Exhibit 4.1 from Registrant’s Form 8-K dated July 1, 2009).

4.2. First Amendment of Rights Agreement, dated as of August 29, 2010, between A.D.A.M., Inc. and American Stock Transfer & Trust Company, LLC.

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, thereto duly authorized.

	A.D.A.M., INC.
Date: August 30, 2010	By:	/s/ Mark B. Adams
		Name: Mark B. Adams
		Title: President, Secretary and Chief Executive Officer

EX-4.2

Exhibit 4.2

FIRST AMENDMENT TO RIGHTS AGREEMENT

This First Amendment to Rights Agreement, dated as of this 29th day of August, 2010 (this “Amendment”), is between A.D.A.M., Inc., a Georgia corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent constitute all of the parties to that certain Rights Agreement dated as of June 29, 2009 by and between the Company and the Rights Agent (the “Rights Agreement”);

WHEREAS, the Company has delivered an appropriate certificate as described in Section 27 of the Rights Agreement;

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company desires and directs the Rights Agent to amend the Rights Agreement as set forth below; and

WHEREAS, all capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and intending to be legally bound hereby, the parties hereto do hereby agree as follows:

Section 1. Recitals.

The recitals are hereby incorporated into this Amendment as if hereinafter set forth.

Section 2. Amendments to Section 1.

(a) Section 1(c) of the Rights Agreement relating to the definitions of “Beneficial Owner”, “Beneficially Own” and “Beneficial Ownership” is amended by adding the following at the end thereof:

“Notwithstanding anything contained in this Agreement to the contrary, neither Parent and Merger Sub nor any of their Affiliates or Associates shall be deemed to be the Beneficial Owner of, nor to Beneficially Own, nor to have Beneficial Ownership of, any shares of the Company’s Common Stock solely by virtue of the approval, execution or delivery of the Merger Agreement, or the consummation of the Merger and the other transactions contemplated by the Merger Agreement.”

(b) Section 1(n) of the Rights Agreement is hereby amended and restated to read in its entirety as follows:

““Exempt Person” shall mean (i) the Company or any Subsidiary of the Company, including, without limitation, in its fiduciary capacity, any employee benefit plan or employee or director stock plan of the Company or of any Subsidiary of the Company, or any Person, organized, appointed, established or holding Common Stock for or pursuant to the terms of any such plan or any Person funding other employee benefits for employees of the Company or any Subsidiary of the Company and (ii) each of Parent and Merger Sub and each of their Affiliates and Associates solely as the result of the execution and delivery of, or the consummation of the transactions set forth in, the Merger Agreement, or any action taken by the Board of Directors or any committee thereof relating to the Merger (as defined in the Merger Agreement) or any public announcement relating to the Merger.”

(c) Section 1 of the Rights Agreement is amended by adding the following at the end thereof:

“(qq) The following additional terms have the meanings indicated:

“Merger” shall mean the merger of Merger Sub with and into the Company with the Company surviving in accordance with the Georgia Business Corporation Code upon the terms and subject to the conditions set forth in the Merger Agreement.

“Merger Agreement” shall mean the Agreement and Plan of Merger, to be entered into by and among the Company, Parent and Merger Sub.”

“Merger Sub” shall mean Eden Acquisition Sub, Inc., a direct wholly owned subsidiary of Parent and a Georgia corporation.

“Parent” shall mean Ebix, Inc., a Delaware corporation.

Section 3. Expiration Date.

Section 7(a) of the Rights Agreement is hereby amended by deleting in its entirety the following text “or (iii) the time at which all such Rights are exchanged as provided in Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the “Expiration Date”).” and replacing it with the following:

“, (iii) the time at which all such Rights are exchanged as provided in Section 24 hereof, or (iv) the time immediately prior to the Effective Time (as defined in the Merger Agreement) of the Merger; whereupon the Rights shall expire (the earlier of (i), (ii), (iii) and (iv) being herein referred to as the “Expiration Date”).”

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Section 4. New Section 36.

The following is added as a new Section 36 to the Agreement:

“Section 36. Parent, Merger Sub, Merger, etc.

Notwithstanding anything in this Agreement to the contrary, none of the approval, execution or delivery of the Merger Agreement or the consummation of the Merger and the other transactions contemplated by the Merger Agreement shall cause (i) Parent, Merger Sub or any of their Affiliates or Associates to be deemed an Acquiring Person, (ii) a Stock Acquisition Date to occur, (iii) a Distribution Date to occur in accordance with the terms hereof, which Distribution Date, if any, shall instead be indefinitely deferred until such time as the Board of Directors may otherwise determine, or (iv) a Triggering Event.”

Section 5. New Section 37.

The following is added as a new Section 37 to the Agreement:

“Section 37. Termination Upon Expiration Date.

Notwithstanding anything to the contrary in this Agreement, upon the Expiration Date and without any further action, this Agreement, the Rights, and the right to exercise the Rights provided for hereunder shall terminate and be of no further force void.”

Section 6. Severability.

If any term, provision, covenant 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, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 7. Governing Law.

This Amendment shall be deemed to be a contract made 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 solely by residents of such state and performed entirely within such state.

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Section 8. Counterparts.

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.

Section 9. Effect of Amendment.

Except as expressly modified herein, the Rights Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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:		A.D.A.M., INC.
/s/ Mark Adams		By:	/s/ Robert S. Cramer, Jr.
Name:	Mark Adams	Name:	Robert S. Cramer, Jr.
Title:	President and CEO	Title:	Chairman
Attest:		AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
/s/ Susan Silber		By:	/s/ Herbert J. Lemmer
Name:	Susan Silber	Name:	Herbert J. Lemmer
Title:	Assistant Secretary	Title:	Vice President