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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BEARINGPOINT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation or organization)
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22-3680505
(I.R.S. Employer Identification No.) |
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1676 International Drive
McLean, Virginia
(Address of principal executive offices)
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22102
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered |
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Common Stock, $0.01 par value
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New York Stock Exchange |
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Series A Junior Participating
Preferred Stock Purchase Rights
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New York Stock Exchange |
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: 001-31451 (if
applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of Class)
This Amendment No. 2 hereby amends and restates the registration statement on Form 8-A filed
by BearingPoint, Inc. (formerly KPMG Consulting, Inc.) (the “Company”) with the Securities and
Exchange Commission (the “SEC”) on September 19, 2002, as amended by Amendment No. 1 filed on
October 2, 2002 (the “Registration Statement”). This Amendment No. 2 is being filed to amend and
restate Item 1 to the Registration Statement and to file as an exhibit the Second Amendment to the
Rights Agreement (as described below), dated as of October 22, 2007.
Item 1. Description of Registrant’s Securities to be Registered.
The classes of securities to be registered hereby are the common stock, par value $0.01 per
share (“Common Stock”), of the Company, and the associated rights (the “Rights”) to purchase Series
A junior participating preferred stock, par value $0.01 per share of the Company (“Series A
Preferred Stock”), such Rights to initially trade together with the Common Stock. The Company’s
authorized capital stock consists of 1,000,000,000 shares of Common Stock and 10,000,000 shares of
preferred stock, par value $0.01 per share.
Prior to September 19, 2002, the Common Stock and associated Rights were traded on the Nasdaq
National Market. A registration statement on Form 8-A registering the Common Stock under Section
12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) was filed with the SEC on August
18, 2000. A registration statement on Form 8-A registering the Rights was filed with the SEC on
October 3, 2001 and amended on September 6, 2002. The Common Stock and related Rights are
currently registered under Section 12(b) of the Exchange Act pursuant to this Registration
Statement.
A. COMMON STOCK
The following description of the Common Stock and provisions of the Company’s certificate of
incorporation, as amended and restated (the “Certificate of Incorporation”), and bylaws, as amended
and restated (the “Bylaws”), are only summaries and are qualified by reference to the Certificate
of Incorporation and Bylaws, which have been previously filed with the SEC and are incorporated by
reference as exhibits to this Registration Statement.
The holders of Common Stock are entitled to receive dividends in cash, stock of any
corporation, or property of the Company, out of legally available assets or funds of the Company as
and when declared by the Company’s board of directors, subject to any dividend preferences of
holders of preferred stock. In the event of the liquidation or dissolution of the Company’s
business, the holders of Common Stock will be entitled to receive ratably the balance of net assets
available for distribution after payment of any liquidation or distribution preference payable with
respect to any then outstanding shares of the Company’s preferred stock. Each share of Common Stock
is entitled to one vote with respect to matters brought before the stockholders, except for the
election of any directors who may be elected by vote of any outstanding shares of preferred stock
voting as a class. Holders of Common Stock are not entitled to cumulative voting for the election
of directors. There are no preemptive, conversion, redemption or sinking fund provisions applicable
to the Common Stock.
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The rights and privileges of the Common Stock may be subordinate to the rights and preferences
of any of the Company’s preferred stock.
DELAWARE ANTI-TAKEOVER LAW AND CERTAIN CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS
The provisions of Delaware law, and of the Company’s Certificate of Incorporation and Bylaws,
may have the effect of delaying, deferring or discouraging another person from acquiring control of
the Company, including takeover attempts that might result in a premium over the market price for
the shares of Common Stock.
DELAWARE LAW
The Company has expressly elected not to be governed by the provisions of Section 203 of the
Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a business combination with an interested stockholder for a three-year
period following the time that such stockholder becomes an interested stockholder, unless the
business combination is approved in a prescribed manner.
CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS
The Certificate of Incorporation provides for the division of the Company’s board of directors
into three classes as nearly equal in size as possible with staggered three-year terms.
Approximately one-third of the Company’s board will be elected at each annual meeting of
stockholders.
In addition, the Certificate of Incorporation provides that directors may be removed only for
cause and then only by the affirmative vote of the holders of two-thirds of the outstanding voting
power of the Company’s capital stock issued and outstanding and entitled to vote generally in the
election of directors, voting as a single class. Under the Certificate of Incorporation, any
vacancy on the Company’s board of directors, however occurring, including a vacancy resulting from
an enlargement of the Company’s board, may only be filled by vote of a majority of the Company’s
directors then in office, even if less than a quorum. The classification of the Company’s board of
directors and the limitations on the removal of directors and filling of vacancies could have the
effect of making it more difficult for a third party to acquire, or of discouraging a third party
from attempting to acquire, control of the Company.
The Certificate of Incorporation also provides that any action required or permitted to be
taken by the Company’s stockholders at an annual meeting or special meeting of stockholders may
only be taken at a stockholders’ meeting and may not be taken by written consent in lieu of a
meeting. The Certificate of Incorporation further provides that special meetings of the
stockholders may only be called by the chairman of the board of directors or by a majority of the
board of directors. The Company’s Bylaws provide that stockholders at an annual meeting may only
consider proposals or nominations specified in the notice of meeting or brought before the meeting
by or at the direction of the board or the chairman of the meeting or by a stockholder who was a
stockholder of record on the record date for the meeting, who is entitled to vote at the
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meeting and who has given to the Company’s corporate secretary timely written notice, in proper
form, of the stockholder’s intention to bring that proposal or nomination before the meeting. In
addition to some other applicable requirements, for a stockholder proposal or nomination to be
properly brought before an annual meeting by a stockholder, the stockholder generally must have
given notice in proper written form to the corporate secretary not less than 90 days nor more than
120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders.
Although the Bylaws do not give the board the power to approve or disapprove stockholder
nominations of candidates or proposals regarding other business to be conducted at a special or
annual meeting, the Bylaws may have the effect of precluding the consideration of some business at
a meeting if the proper procedures are not followed or may discourage or deter a potential acquiror
from conducting a solicitation of proxies to elect its own slate of directors or otherwise
attempting to obtain control of the Company.
The Certificate of Incorporation includes a fair price provision which prohibits business
combinations with a related person, unless either:
(a) the holders of the Common Stock receive in the business combination either:
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the same consideration in form and amount per share as the
highest consideration paid by the related person in a tender or exchange offer
in which the related person acquired at least 50% of the outstanding shares of
the Common Stock and which was consummated not more than one year prior to the
business combination or the entering into of a definitive agreement for the
business combination; or |
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not less in amount (as to cash) or fair market value (as to
non-cash consideration) than the highest price paid or agreed to be paid by the
related person for shares of the Common Stock in any transaction that either
resulted in the related person’s beneficially owning 15% or more of the Common
Stock, or was effected at a time when the related person beneficially owned 15%
or more of the Common Stock, in either case occurring not more than one year
prior to the business combination; or |
(b) the transaction is approved by:
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a majority of continuing directors; or |
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shares representing (x) at least two-thirds of the votes
entitled to be cast by the holders of all outstanding shares of capital stock
of the Company entitled to vote generally in the election of directors, voting
as a single class, and (y) a majority of the votes entitled to be cast by
holders of all outstanding shares of capital stock of the Company entitled to
vote generally in the election of directors, voting as a single class,
excluding all shares beneficially owned by any related person or an affiliate
of a related person. |
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Under the fair price provision, a related person is any person who beneficially owns 15% or
more of the outstanding Common Stock or shares of capital stock of the Company outstanding and
entitled to vote generally in the election of directors or is an affiliate of the Company and at
any time within the preceding two-year period was the beneficial owner of 15% or more of the
outstanding Common Stock or shares of capital stock of the Company outstanding and entitled to vote
generally in the election of directors. The business combinations involving the Company that are
covered by the fair price provision are:
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any merger or consolidation of the Company or any subsidiary of the Company with or
into a related person or an affiliate of a related person; |
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any sale, lease, exchange, transfer or other disposition of all or substantially all of
the assets of the Company to a related person or an affiliate of a related person; |
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reclassifications, recapitalizations and other corporate actions requiring a
stockholder vote that have the effect of increasing by more than one percent the
proportionate share of the outstanding Common Stock or shares of capital stock of the
Company outstanding and entitled to vote generally in the election of directors
beneficially owned by a related person or an affiliate of a related person; and |
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a dissolution of the Company voluntarily caused or proposed by a related person or an
affiliate of a related person. |
A continuing director is a director who is unaffiliated with the related person and who was a
director before the related person became a related person, and any successor of a continuing
director who is unaffiliated with a related person and is recommended or nominated to succeed a
continuing director by a majority of the continuing directors. Under the fair price provision, KPMG
LLP and its affiliates are not related persons. In addition, any person who acquires 15% or more of
the Common Stock directly from KPMG LLP or its affiliates will not be deemed related persons. The
Company’s board of directors has also adopted resolutions excluding Cisco and its affiliates from
the definition of related person.
The Certificate of Incorporation permits the Company’s board of directors, when evaluating:
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a tender offer or exchange for equity securities of the Company; |
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a potential merger or consolidation of the Company; or |
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the possible purchase of all or substantially all of the properties and assets of the
Company |
to give due consideration to the effect of any of the above transactions on constituencies other
than the Company’s stockholders, including employees, suppliers, customers, strategic partners,
creditors and others having similar relationships with the Company.
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The Delaware General Corporation Law provides generally that the affirmative vote of a
majority of the shares entitled to vote on any matter is required to amend a corporation’s
certificate of incorporation or bylaws or to approve mergers, consolidations or the sale of all or
substantially all its assets, unless a corporation’s certificate of incorporation or bylaws, as the
case may be, requires a greater percentage. The Certificate of Incorporation requires the
affirmative vote of the holders of at least two-thirds of the outstanding voting power of the
Company’s capital stock issued and outstanding and entitled to vote generally in the election of
directors to amend or repeal certain provisions of the Certificate of Incorporation (discussed
above) or to approve mergers, consolidations or the sale of all or substantially all of the
Company’s assets. The Bylaws may be amended or repealed by a majority vote of the board of
directors, subject to any limitations set forth in the bylaws, and may also be amended by the
stockholders by the affirmative vote of the holders of at least two-thirds of the outstanding
voting power of the Company’s capital stock issued and outstanding and entitled to vote thereon.
The two-thirds stockholder vote would be in addition to any separate class vote that might in the
future be required pursuant to the terms of any series of preferred stock that might be outstanding
at the time any such amendments are submitted to stockholders.
The Certificate of Incorporation authorizes the board of directors to issue, without
stockholder approval, preferred stock with such terms as the Company’s board may determine.
LIMITATIONS OF LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation limits the liability of directors to the Company and the
Company’s stockholders to the fullest extent permitted by the Delaware General Corporation Law.
Specifically, a director will not be personally liable for monetary damages for breach of fiduciary
duty as a director, except for liability:
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for any breach of the director’s duty of loyalty to the Company or the Company’s
stockholders; |
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for acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law; |
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under Section 174 of the Delaware General Corporation Law, which concerns unlawful
payments of dividends, stock purchases or redemptions; or |
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for any transaction from which the director derived an improper personal benefit. |
The Certificate of Incorporation provides that the Company will indemnify and advance expenses
to the Company’s officers and directors to the fullest extent permitted by the Delaware General
Corporation Law, as it now exists or may in the future be amended, against all expenses and
liabilities reasonably incurred in connection with their service for or on behalf of the Company.
These provisions are intended to assist the Company in attracting and retaining qualified
individuals to serve as directors.
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B. PREFERRED STOCK
The board of directors of the Company declared a dividend of one Right for each outstanding
share of Common Stock outstanding on October 2, 2001 (the “Record Date”) to the stockholders of
record on that date. Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Preferred Stock of the Company, at a price of $90.00 per one
one-thousandth of a share of Series A Preferred Stock (the “Purchase Price”), subject to
adjustment. The description and terms of the Rights are set forth in a Rights Agreement, as
amended (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A.
(formerly EquiServe Trust Company, N.A.), as rights agent (the “Rights Agent”).
Until the earlier to occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons has acquired beneficial ownership of 15% or more of the
outstanding Common Stock (or if such person is a passive investor, 20% or more of the outstanding
Common Stock) (an “Acquiring Person”) or (ii) 10 business days (or such later date as may be
determined by action of the board of directors prior to such time as any Person becomes an
Acquiring Person) following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial ownership by a
person or group of 15% or more of the outstanding Common Stock (or if such person is a passive
investor, 20% or more of the then outstanding Common Stock) (the earlier of such dates being called
the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of
this summary of rights attached thereto. A passive investor is a person who acquires beneficial
owner of Common Stock pursuant to trading activities undertaken in the ordinary course of such
investor’s business and not with the purpose or effect of directing or causing the direction of the
management and policies of the Company or otherwise changing or influencing the control of the
Company who either (a) has a Schedule 13G on file with the SEC or (b) has a Schedule 13D on file
with the SEC and has stated or represented (in the Schedule 13D filing or in a certification to the
Company) that such person has no plan, proposal or intent to seek control of the Company and does
not amend the Schedule 13D or certification to the Company in a manner inconsistent with such
statement or representation.
The Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon
transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Stock outstanding as of the Record Date, even
without such notation or a copy of this summary of rights being attached thereto, will also
constitute the transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights will expire on October
2, 2011 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed by the Company, in each case, as described below.
The Purchase Price payable, and the number of shares of Series A Preferred Stock or other
securities or property issuable, upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Series A Preferred Stock, (ii) upon the grant to holders of the Series A
Preferred Stock of certain rights or warrants to subscribe for or purchase shares of Series A
Preferred Stock at a price, or securities convertible into shares of Series A Preferred Stock with
a conversion price, less than the then current market price of the Series A Preferred Stock or
(iii) upon the distribution to holders of the Series A Preferred Stock of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or
dividends payable in Series A Preferred Stock) or of subscription rights or warrants (other than
those referred to above).
The number of outstanding Rights and the number of one one-thousandths of a share of Series A
Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of
a stock split of the Common Stock, a stock dividend on the Common Stock payable in Common Stock, or
subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior
to the Distribution Date.
Series A Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each
share of Series A Preferred Stock will be entitled to a quarterly dividend payment of 1000 times
the dividend declared per share of Common Stock. In the event of liquidation, the holders of the
Series A Preferred Stock will be entitled to an aggregate payment of 1000 times the aggregate
payment made per share of Common Stock. Each share of Series A Preferred Stock will have 1000
votes, voting together with the Common Stock. In the event of any merger, consolidation or other
transaction in which Common Stock is exchanged, each share of Series A Preferred Stock will be
entitled to receive 1000 times the amount received per share of Common Stock. These rights are
protected by customary antidilution provisions.
Because of the nature of the Series A Preferred Stock’s dividend, liquidation and voting
rights, the value of the one one-thousandth interest in a share of Series A Preferred Stock
purchasable upon exercise of each Right approximates the value of one share of Common Stock.
From and after the occurrence of an event described in Section 11(a)(ii) of the Rights
Agreement, if the Rights evidenced by the Rights Certificate are or were at any time on or after
the earlier of (x) the date of such event and (y) the Distribution Date acquired or beneficially
owned by an Acquiring Person or an Associate or Affiliate (as such terms are defined in the Rights
Agreement) of an Acquiring Person, such Rights shall become void, and any holder of such Rights
shall thereafter have no right to exercise such Rights.
In the event that any person becomes an Acquiring Person, each holder of a Right, other than
Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will
thereafter be void), will thereafter have the right to receive upon exercise that
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number of shares of Common Stock having a market value of two times the exercise price of the
Right. If the Company does not have sufficient Common Stock to satisfy such obligation to issue
Common Stock, or if the board of directors so elects, the Company shall deliver upon payment of the
exercise price of a Right an amount of cash or securities equivalent in value to the Common Stock
issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation
within 30 days following the date a Person becomes an Acquiring Person, the Company must deliver,
upon exercise of a Right but without requiring payment of the exercise price then in effect, Common
Stock (to the extent available) and cash equal in value to the difference between the value of the
Common Stock otherwise issuable upon the exercise of a Right and the exercise price then in effect.
The board of directors may extend the 30-day period described above for up to an additional 60 days
to permit the taking of action that may be necessary to authorize sufficient additional Common
Stock to permit the issuance of Common Stock upon the exercise in full of the Rights.
In the event that, at any time after a Person becomes an Acquiring Person, the Company is
acquired in a merger or other business combination transaction or 50% or more of its consolidated
assets or earning power are sold, proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price
of the Right, that number of shares of Common Stock of the acquiring company which at the time of
such transaction will have a market value of two times the then current Purchase Price of the
Right.
At any time after any Person becomes an Acquiring Person and prior to the acquisition by any
person or group of a majority of the outstanding Common Stock, the board of directors of the
Company may exchange the Rights (other than Rights owned by such person or group which have become
void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to
adjustment).
With certain exceptions, no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No fractional share of
Series A Preferred Stock will be issued (other than fractions which are integral multiples of one
one-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based
on the market price of the Series A Preferred Stock on the last trading day prior to the date of
exercise.
At any time prior to the time any Person becomes an Acquiring Person, the board of directors
of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (as
such price may be appropriately adjusted, the “Redemption Price”). The redemption of the Rights may
be made effective at such time, on such basis and with such conditions as the board of directors in
its sole discretion may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the board of directors of the Company without the
consent of the holders of the Rights, except that from and after such time as any
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person becomes an Acquiring Person, no such amendment may adversely affect the interests of the
holders of the Rights (other than the Acquiring Person and its Affiliates and Associates).
Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder
of the Company, including, without limitation, the right to vote or to receive dividends.
On August 22, 2002, pursuant to a share purchase agreement dated as of June 8, 2002 (the
“Share Purchase Agreement”), by and among the Company, KPMG DTG, the majority shareholder of KPMG
Consulting AG (“KCA”), and minority shareholders of KCA as set forth in the Stock Purchase
Agreement, the Company acquired all of the outstanding shares of KCA (the “Acquisition”). In
contemplation of the Acquisition, the Company entered into that certain First Amendment to Rights
Agreement, dated as of August 19, 2002 (the “First Amendment”).
Generally, the First Amendment modifies the Rights Agreement to provide that neither the
Acquisition nor the issuance of stock to KPMG DTG and other parties under the share purchase
agreement, nor any public disclosure of it, would cause any person to become an Acquiring Person
under the Rights Agreement or trigger the issuance of Rights Certificates or the exercisability of
the Rights themselves. Specifically, the First Amendment provides, among other things, that:
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no person shall become an “Acquiring Person” solely as a result of
execution and delivery of the Share Purchase Agreement; |
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the execution and delivery or public disclosure of the Share Purchase
Agreement shall not constitute a “Stock Acquisition Date”; and |
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no “Distribution Date” will be deemed to have occurred solely due to the
execution and delivery of the Share Purchase Agreement or the transactions
contemplated thereby. |
Effective
as of October 22, 2007, the Company entered into that certain Second Amendment to
Rights Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the definition of
Acquiring Person was amended to differentiate between the beneficial ownership threshold necessary
to trigger Acquiring Person status for “passive investors” (as defined pursuant to the Second
Amendment) (20% or more of the Company’s outstanding shares of Common Stock) and for other
Acquiring Persons (15% or more of the Company’s outstanding shares of Common Stock), as described
above. Corresponding changes were also made to the definition of Distribution Date.
A copy of the Rights Agreement is filed as an exhibit to the Company’s Registration Statement
on Form 8-A dated October 3, 2001. A copy of the First Amendment is filed as an exhibit to the
Company’s Current Report on Form 8-K filed with the SEC on September 6, 2002. A copy of the Second
Amendment is filed as Exhibit 4.4 to the Company’s Form 10-Q for the quarter ended
June 30, 2007. This summary
description of the Rights, the Rights Agreement, the First Amendment and the Second Amendment does
not purport to be complete and is qualified in its entirety by reference
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to the Rights Agreement, the First Amendment and the Second Amendment, which are hereby
incorporated herein by reference.
Item 2. Exhibits.
Exhibit No. Description
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Amended and Restated Certificate of Incorporation, dated as of February 7, 2001, which is
incorporated herein by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter
ending March 31, 2001. |
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1.2 |
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Amended and Restated Bylaws, amended and restated as of August 2, 2007, which is incorporated
herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on August 8,
2007. |
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Certificate of Ownership and Merger merging Bones Holding into the Company, dated October 2,
2002, which is incorporated herein by reference to Exhibit 3.3 to the Company’s Form 10-Q for
the quarter ended September 30, 2002. |
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1.4 |
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Rights Agreement, dated as of October 2, 2001, between the Company and Computershare Trust
Company, N.A. (formerly EquiServe Trust Company, N.A.), which is incorporated herein by
reference to Exhibit 1.1 to the Company’s Registration Statement on Form 8-A dated October 3,
2001. |
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1.5 |
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Certificate of Designation of Series A Junior Participating Preferred Stock, which is
incorporated herein by reference to Exhibit 1.2 to the Company’s Registration Statement on
Form 8-A dated October 3, 2001. |
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First Amendment to Rights Agreement between the Company and Computershare Trust Company, N.A.
(formerly EquiServe Trust Company, N.A.), dated as of August 19, 2002, which is incorporated
herein by reference to Exhibit 99.1 to the Company’s Form 8-K filed with the SEC on September
6, 2002. |
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Second Amendment to Rights Agreement between the Company and Computershare Trust Company,
N.A. (formerly EquiServe Trust Company, N.A.), dated as of
October 22, 2007, which is incorporated herein by reference to Exhibit 4.4 to the Company’s Form 10-Q for the quarter ended June 30, 2007. |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this amendment to the Company’s Registration Statement on Form 8-A
to be signed on its behalf by the undersigned, thereto duly authorized.
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Date: October 22, 2007 |
By: |
/s/ Judy A. Ethell
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Judy A. Ethell |
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Chief Financial Officer |
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INDEX TO EXHIBITS
Exhibit No. Description
1.1 |
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Amended and Restated Certificate of Incorporation, dated as of February 7, 2001, which is
incorporated herein by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter
ending March 31, 2001. |
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1.2 |
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Amended and Restated Bylaws, amended and restated as of August 2, 2007, which is incorporated
herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on August 8,
2007. |
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1.3 |
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Certificate of Ownership and Merger merging Bones Holding into the Company, dated October 2,
2002, which is incorporated herein by reference to Exhibit 3.3 to the Company’s Form 10-Q for
the quarter ended September 30, 2002. |
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1.4 |
|
Rights Agreement, dated as of October 2, 2001, between the Company and Computershare Trust
Company, N.A. (formerly EquiServe Trust Company, N.A.), which is incorporated herein by
reference to Exhibit 1.1 to the Company’s Registration Statement on Form 8-A dated October 3,
2001. |
|
1.5 |
|
Certificate of Designation of Series A Junior Participating Preferred Stock, which is
incorporated herein by reference to Exhibit 1.2 to the Company’s Registration Statement on
Form 8-A dated October 3, 2001. |
|
1.6 |
|
First Amendment to Rights Agreement between the Company and Computershare Trust Company, N.A.
(formerly EquiServe Trust Company, N.A.), dated as of August 19, 2002, which is incorporated
herein by reference to Exhibit 99.1 to the Company’s Form 8-K filed with the SEC on September
6, 2002. |
|
1.7 |
|
Second Amendment to Rights Agreement between the Company and Computershare Trust Company,
N.A. (formerly EquiServe Trust Company, N.A.), dated as of
October 22, 2007, which is incorporated herein by reference to
Exhibit 4.4 to the Company’s Form 10-Q for the quarter ended
June 30, 2007. |
12