-----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, IkT9EKmCdNpLmLqOrF5ZLZzr9awjGX13W/2b+wpA+5e8EdGt1cA4CEcyiA8ke7HF HkRmWqGFAir44aIyjLQR7A== 0001036050-00-000507.txt : 20000331 0001036050-00-000507.hdr.sgml : 20000331 ACCESSION NUMBER: 0001036050-00-000507 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHARED MEDICAL SYSTEMS CORP CENTRAL INDEX KEY: 0000089415 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 231704148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 001-13303 FILM NUMBER: 585251 BUSINESS ADDRESS: STREET 1: 51 VALLEY STREAM PKWY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6102196300 MAIL ADDRESS: STREET 1: 51 VALLEY STREAM PKWY CITY: MALVERN STATE: PA ZIP: 19355 8-A12G/A 1 FORM 8-A12G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Shared Medical Systems Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 23-1704148 - ---------------------------------------- ------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 51 Valley Stream Parkway, Malvern, Pennsylvania 19355 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following box. A.(d), please check the following box. [_] [X] Securities Act registration statement file number to which this form relates:___________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: None. Securities to be registered pursuant to Section 12(g) of the Act: Rights to Purchase Series A Junior Participating Preferred Stock (Title of Class) This Form 8-A/A amends the Form 8-A filed by Shared Medical Systems Corporation (the "Company") on May 15, 1991, relating to the Company's shareholder rights plan. Item 1. Description of Registrant's Securities to be Registered. The Company and Pittsburgh National Bank, as rights agent, entered into the Rights Agreement, dated as of May 1, 1991 (the "Original Rights Agreement"). The Company and ChaseMellon Shareholder Services, L.L.C. (successor rights agent to Pittsburgh National Bank), as rights agent, entered into Amendment No. 1 to Rights Agreement, dated as of March 27, 2000 ("Amendment No. 1"). Amendment No. 1 provided for a restatement of the Original Rights Agreement, as amended by Amendment No. 1. Amendment No. 1 deletes the requirement in the Original Rights Agreement that certain actions be authorized by "Continuing Directors" (as defined in the Original Rights Agreement), and substitutes therefor a requirement that such actions be approved by the Company's Board of Directors. The foregoing description of the amendment to the Company's rights plan is qualified in its entirety by reference to Amendment No. 1 and the Amended and Restated Rights Agreement, copies of which are filed as exhibits to the Company's Current Report on Form 8-K dated March 27, 2000 Item 2. Exhibits 1. Amendment No. 1 to Rights Agreement, dated as of March 27, 2000, between Shared Medical Systems Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.* 2. Amended and Restated Rights Agreement dated as of March 27, 2000 between Shared Medical Systems Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, including the exhibits thereto, including Exhibit C thereto, the Form of Rights Certificate.* _______________ * Incorporated by reference to the Company's Current Report on Form 8-K dated March 27, 2000, Exhibits 4.1 and 4.2, respectively. SIGNATURE --------- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. SHARED MEDICAL SYSTEMS CORPORATION Date: March 28, 2000 By: /s/ Terrence W. Kyle -------------------- Terrence W. Kyle Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary 2 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 1. Amendment No. 1 to Rights Agreement, dated as of March 27, 2000, between Shared Medical Systems Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.* 2. Amended and Restated Rights Agreement dated as of March 27, 2000 between Shared Medical Systems Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, including the exhibits thereto, including Exhibit C thereto, the Form of Rights Certificate.* _______________ * Incorporated by reference to the Company's Current Report on Form 8-K dated March 27, 2000, Exhibits 4.1 and 4.2, respectively. 3 -----END PRIVACY-ENHANCED MESSAGE-----