- Securities Registration (section 12(b)) (8-A12B)
16 Outubro 2008 - 10:10AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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MSC.SOFTWARE
CORPORATION
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(Exact
name of Registrant as Specified in Charter)
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(State
of Incorporation or Organization)
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(IRS
Employer Identification No.)
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2
MacArthur Place, Santa Ana, California
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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), please check the following box.
x
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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), please check the following box.
o
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Securities
Act registration statement file number to which this form
relates:
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(If
applicable)
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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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Preferred
Stock Purchase Rights
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NASDAQ
Global Stock Market
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Securities
to be registered pursuant to Section 12(g) of the Act
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none
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(Title
of Class)
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none
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(Title
of Class)
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Item
1. Description of Registrant’s Securities to be
Registered.
On October
6, 2008, the Board of Directors of MSC.Software Corporation (the “Company”)
declared a dividend of one preferred stock purchase right (a “Right”) for each
outstanding share of common stock, par value $0.01 per share (the “Common
Stock”), of the Company payable to holders of record as of the close of business
on October 16, 2008 (the “Record Date”). The description and terms of
the Rights are set forth in the Rights Agreement, dated October 10, 2008 (the
“Rights Agreement”), between the Company and Mellon Investor Services LLC, as
Rights Agent (the “Rights Agent”), a copy of which is filed as Exhibit 4.2 to
the Company’s Current Report on Form 8-K filed October 14, 2008, and the
description hereof is qualified in its entirety by reference
thereto.
The Board
of Directors adopted the Rights Agreement and declared the distribution of
Rights in connection with the expiration of the Company’s stockholder rights
plan in effect from October 16, 1998 until October 16, 2008.
Prior to
the Distribution Date (as defined below), the Rights will be evidenced by the
certificates for and will be transferred with the Common Stock, and the
registered holders of the Common Stock will be deemed to be the registered
holders of the Rights. After the Distribution Date, the Rights Agent
will mail separate certificates evidencing the Rights to each record holder of
the Common Stock as of the close of business on the Distribution Date, and
thereafter the Rights will be transferable separately from the Common
Stock. The “Distribution Date” generally means the earlier of (i) the
close of business on the 10th day after the date (the “Stock Acquisition Date”)
of the first public announcement that a person (other than the Company or any of
its subsidiaries or any employee benefit plan of the Company or any such
subsidiary) has acquired beneficial ownership of 20% or more of the outstanding
shares of Common Stock (an “Acquiring Person”) and (ii) the close of business on
the 10th business day (or such later day as may be designated by the Board of
Directors before any person has become an Acquiring Person) after the date of
the commencement of, or of the first public announcement of the intention of any
person to commence, a tender or exchange offer by any person which would, if
consummated, result in such person becoming an Acquiring Person.
Prior to
the Distribution Date, the Rights will not be exercisable. After the
Distribution Date (but before any person has become an Acquiring Person), each
Right will be exercisable to purchase, for $55.00 (the “Purchase Price”), one
one-hundredth of a share of Junior Participating Preferred Stock, par value
$0.01 per share (the “Preferred Stock”).
If any
person has become an Acquiring Person (but none of the events described in the
second succeeding paragraph has occurred), each Right (other than Rights
beneficially owned by the Acquiring Person and certain affiliated persons) will
entitle the holder, after the Distribution Date, to purchase, for the Purchase
Price, a number of shares of Common Stock having a market value of twice the
Purchase Price.
At any
time after any person has become an Acquiring Person (but before any person
becomes the beneficial owner of 50% or more of the outstanding shares of Common
Stock or the occurrence of any of the events described in the next paragraph),
the Board of Directors may exchange all or part of the Rights (other than Rights
beneficially owned by an Acquiring Person and certain affiliated persons) for
shares of Common Stock at an exchange ratio of one share of Common Stock per
Right.
If, after
any person has become an Acquiring Person, (1) the Company is involved in a
merger or other business combination in which the Company is not the surviving
corporation or its Common Stock is exchanged for other securities or assets or
(2) the Company and/or one or more of its subsidiaries sell or otherwise
transfer assets or earning power aggregating more than 50% of the assets or
earning power of the Company and its subsidiaries, taken as a whole, then each
Right will entitle the holder, after the Distribution Date, to purchase, for the
Purchase Price, a number of shares of common stock of the other party to such
business combination or sale (or in certain circumstances, an affiliate) having
a market value of twice the Purchase Price.
The Board
of Directors may redeem all of the Rights at a price of $0.01 per Right at any
time before any person has become an Acquiring Person.
The Rights
will expire on October 16, 2018, unless earlier exchanged or
redeemed.
For so
long as the Rights are redeemable, the Rights Agreement may be amended in any
respect. At any time when the Rights are no longer redeemable, the
Rights Agreement may be amended in any respect that does not adversely affect
Rights holders (other than any Acquiring Person and certain affiliated persons),
cause the Rights Agreement to become amendable except as set forth in this
sentence or cause the Rights again to become redeemable.
Rights
holders have no rights as a stockholder of the Company, including the right to
vote and to receive dividends.
The Rights
Agreement includes antidilution provisions designed to prevent efforts to
diminish the effectiveness of the Rights.
Each
outstanding share of Common Stock on the Record Date will receive one
Right. Shares of Common Stock issued after the Record Date and prior
to the Distribution Date will be issued with a Right attached so that all shares
of Common Stock outstanding prior to the Distribution Date will have Rights
attached. Two million shares of Preferred Stock have been reserved
for issuance upon exercise of the Rights.
The Rights
have certain anti-takeover effects. The Rights may cause substantial
dilution to a person that attempts to acquire the Company without a condition to
such an offer that a substantial number of the Rights be acquired or that the
Rights be redeemed or declared invalid. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors since the Rights may be redeemed by the Company as described
above.
While the
dividend of the Rights will not be taxable to stockholders or to the Company,
stockholders or the Company may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable as set forth
above.
Item
2. Exhibits
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1.
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Rights
Agreement dated as of October 10, 2008 between MSC.Software Corporation
and Mellon Investor Services LLC, as Rights Agent (filed as Exhibit 4.2 to
the Company’s Current Report on Form 8-K filed October 14, 2008, and
incorporated herein by reference).
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2.
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Certificate
of Designations of Junior Participating Preferred Stock (filed as Exhibit
2.2 to the Company’s Registration Statement on Form 8-A filed October 13,
1998, and incorporated herein by
reference).
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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.
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MSC.SOFTWARE
CORPORATION
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By:
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/s/
John A. Mongelluzzo
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Name:
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John
A. Mongelluzzo
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Title:
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Executive
Vice President, Business Administration, Legal Affairs and
Secretary
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Dated:
October 16, 2008
Page 4 of
4
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