- Amended Securities Registration (section 12(b)) (8-A12B/A)
12 Juin 2009 - 5:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SoftBrands, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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41-2021446
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(State of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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800 LaSalle Avenue, Suite 2100
Minneapolis, Minnesota 55402
(Address of registrants principal
executive offices, including zip code)
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Title of each class
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Name of each exchange on which
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to be so registered
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each class is to be registered
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Preferred Share Purchase Rights
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NYSE AMEX LLC
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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), check the following box.
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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), check the following box.
o
Securities Act registration statement file number to which this form relates: Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act: None
TABLE OF CONTENTS
SoftBrands, Inc. (SoftBrands) supplements and amends Items 1 and 2 of its Registration
Statement on Form 8-A (File No. 000-51118) filed with the Securities and Exchange Commission on
December 21, 2005, as supplemented by the information contained in Items 3.03 and 5.03 of its
Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2006, as
follows:
Item 1. Description of Registrants Securities to be Registered.
SoftBrands hereby supplements Item 1 to reflect the following developments with respect to the
Rights (as defined below):
On June 11, 2009, SoftBrands entered into a Third Amendment (the Amendment) to the Rights
Agreement, dated as of November 26, 2002, between SoftBrands and Wells Fargo Bank, National
Association (the Rights Agreement), as amended by the First Amendment to the Rights Agreement,
dated as of August 17, 2005 (the First Amendment), and the Second Amendment to the Rights
Agreement, dated as of August 14, 2006 (the Second Amendment), pursuant to which SoftBrands
issues one preferred share purchase right (the Rights) for each share of SoftBrands Common Stock.
The Amendment made changes to the Rights Agreement, as amended, to confirm, among other things,
that none of the parties to the Agreement and Plan of Merger by and among Steel Holdings, Inc.,
Steel Merger Sub, Inc. and SoftBrands, dated as of June 11, 2009, would be deemed an Acquiring
Person for purposes of the Rights Agreement, as amended.
The foregoing summary of the Amendment is qualified in its entirety by reference to the full
text of the following documents, each of which is incorporated herein by reference: (1) the
Amendment, which is filed as Exhibit 4.1 hereto, (2) the Rights Agreement, which is filed as
Exhibit 4.1 to SoftBrands Form 10 filed with the Securities and Exchange Commission on January 14,
2005, (3) the First Amendment, which is filed as Exhibit 4.2 to SoftBrands Current Report on
Form 8-K filed with the Securities and Exchange Commission on August 23, 2005 and (4) the Second
Amendment, which is filed as Exhibit 4.2 to SoftBrands Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 18, 2006.
Item 2. Exhibits.
Item 2 to the Registration Statement is hereby amended and supplemented by the addition of
the following:
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4.1
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Third Amendment, dated as of June 11, 2009, to the Rights Agreement, dated as of
November 26, 2002, between SoftBrands, Inc. and Wells Fargo Bank, National Association
(incorporated herein by reference to Exhibit 4.1 to SoftBrands Current Report on Form
8-K filed with the Securities and Exchange Commission on June 12, 2009).
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2
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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SOFTBRANDS, INC.
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By:
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/s/ Gregg A. Waldon
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Gregg A. Waldon
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Senior Vice President and Chief Financial Officer
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Date: June 11, 2009
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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4.1
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Third Amendment, dated as of June 11, 2009, to the Rights
Agreement, dated as of November 26, 2002, between SoftBrands, Inc.
and Wells Fargo Bank, National Association (incorporated herein
by reference to Exhibit 4.1 to SoftBrands Current Report on Form
8-K filed with the Securities and Exchange Commission on June 12,
2009).
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4
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