8-A12B/A: Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)
Published on February 7, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
on
FORM 8-A / A-1
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
DELUXE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0216800
(State of incorporation (I.R.S. Employer
or organization Identification No.)
3680 Victoria Street North, Shoreview, Minnesota 55126
(Address of principal executive offices) (Zip Code)
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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Rights to Purchase New York Stock Exchange
Common Stock
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
The response to Item 1 of the Registration Statement on Form 8-A of
Deluxe Corporation, formerly Deluxe Check Printers, Incorporated (the
"Company"), dated February 17, 1988, is hereby amended by incorporating the
following paragraphs.
As of January 31, 1997, the Company amended and restated the Rights
Agreement, dated as of February 12, 1988 (the "Existing Agreement"), between the
Company and The Bank of New York, as Rights Agent. The following paragraphs
summarize the principal amendments to the Existing Agreement effectuated through
this amendment and restatement (the revised version of the Existing Agreement is
herein referred to as the "Amended Agreement"). Capitalized terms used without
definition below have the meanings assigned to them in the Amended Agreement, a
copy of which is filed herewith as Exhibit 4.1.
1. Extension of Term. The Amended Agreement extends the Final
Expiration Date of the plan from February 22, 1998 to January 31, 2007.
2. Change of Rights Agent. Norwest Bank Minnesota, National Association
has been appointed as Rights Agent under the Amended Agreement.
3. Reduction in Triggering Percentage. The definition of Acquiring
Person was amended to (i) reduce the percentage ownership of the Company's
outstanding Common Stock required to become an Acquiring Person from 20% to 15%
and (ii) add an exception that applies to acquisitions approved by the Board of
Directors prior to a Change in Control.
4. Amendment of Exercise Price Reduction Requirements. The Amended
Agreement eliminates the requirements formerly contained in Section 11(a)(ii) of
the Existing Agreement regarding certain self-dealing events or 35% acquisitions
that had to occur before the Rights became exercisable for shares of Common
Stock at a discounted price. Under the Amended Agreement, the existence of an
Acquiring Person will be sufficient to give rise to the discount.
5. Allowance for Inadvertent Acquisitions. The Amended Agreement
provides that Persons who certify that they inadvertently acquired in excess of
14.9% (but less than 20%) of the outstanding Common Stock or did so without
knowledge of the terms of the Rights will not be considered Acquiring Persons if
they do not make further acquisitions.
6. Exchange Feature. A new Section 24 has been added to the Amended
Agreement that permits the Board of Directors to, at its option at any time
after a Person has become an Acquiring Person, exchange all or part of the
outstanding and exercisable Rights for shares of Common Stock at an exchange
ratio of one share of Common Stock per Right. This exchange option is not
available after any non-Exempt Person becomes the Beneficial Owner of more than
50% of the outstanding Common Stock. A feature of the Existing Plan that would
have allowed the Board of Directors to issue property other than Common Stock
following the exercise of a Right has been eliminated.
7. Exercise Price. The initial exercise price of a Right has been
changed from $100 per share of Common Stock to $150.
8. Redemptions/Amendments. The Existing Plan allowed the Board of
Directors (together with a majority of the Continuing Directors if an Acquiring
Person existed at the time of or within 90 days prior to the date of redemption)
to redeem the Rights for $.01 per Right. Under the Amended Plan, the ability of
the Board of Directors to redeem the Rights expires on the date the Company or
any other Person announces that a Person has become an Acquiring Person. In
addition, the Rights may not be redeemed for 180 days after any change in the
composition of the Board of Directors that results in directors who are not
Continuing Directors constituting a majority of the Board of Directors. The
ability of the Company to amend the Amended Agreement is subject to similar
restrictions.
9. Elimination of Suspension Feature. The exercisability of Rights held
by an Acquiring Person, its Affiliates and Associates and certain of their
transferees was suspended under the Existing Plan until certain subsequent
transfers or events occurred. The Amended Agreement provides that any Rights
beneficially owned by an Acquiring Person or its Associates or Affiliates are
void notwithstanding any subsequent transfers.
Exhibit A to the Existing Agreement, the Form of Right Certificate, was
amended to reflect the various changes accomplished by the Amended Agreement.
Exhibit B to the Existing Agreement, a summary of the shareholder rights plan,
has been deleted.
The foregoing description of the Amended Agreement does not purport to
be complete and is qualified in its entirety by reference to the Amended
Agreement.
Item 2. Exhibits.
Exhibit No. Exhibit
4.1. Amended and Restated Rights Agreement between the Company and
Norwest Bank Minnesota, National Association, dated as of January
31, 1997, including the amended and restated Form of Right
Certificate, attached as Exhibit A thereto.
Pursuant to the requirement of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amended to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: February 7, 1997
DELUXE CORPORATION
By: /s/ Charles M. Osborne
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Charles M. Osborne
Senior Vice President and Chief
Financial Officer
INDEX TO EXHIBITS
Exhibits Page No.
4.1. Amended and Restated Rights Agreement between the Company
and Norwest Bank Minnesota, National Association, dated as of
January 31, 1997, including the amended and restated Form of
Right Certificate attached as Exhibit A thereto.