-----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, LoVqcMOhBl8qegxQDqFn6swZGVwkQnpjBZ7HJJEg7XoUPkd3YA+EL78YK/8XPA6F roLpvjAHvrkBum4UdGbamQ== 0000950147-99-001152.txt : 19991026 0000950147-99-001152.hdr.sgml : 19991026 ACCESSION NUMBER: 0000950147-99-001152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROAGE INC /DE/ CENTRAL INDEX KEY: 0000814249 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 860321346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1103 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15995 FILM NUMBER: 99732863 BUSINESS ADDRESS: STREET 1: 2400 S MICROAGE WY MS8 CITY: TEMPE STATE: AZ ZIP: 85282 BUSINESS PHONE: 6023662000 MAIL ADDRESS: STREET 1: 2400 SOUTH MICROAGE WAY MS8 CITY: TEMPE STATE: AZ ZIP: 85282 8-K 1 CURRENT REPORT DATED 09/30/99 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 30, 1999 MICROAGE, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE File No. 0-15995 86-0321346 ---------------------------- ------------------------ ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 2400 South MicroAge Way, Tempe, Arizona 85282-1896 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (480) 366-2000 Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On September 30, 1999, the Board of Directors of MicroAge, Inc. (the "Company") approved an extension of the Company's Amended and Restated Rights Agreement from October 31, 1999 through the end of the next fiscal year, October 29, 2000. Item 7. Exhibits. 1.1 Amended and Restated Rights Agreement, dated as of September 28, 1994, between MicroAge, Inc. and First Interstate Bank of California (Incorporated by reference to Exhibit 1.1 to the Form 8-A filed January 13, 1994) 1.2 First Amendment, dated as of November 5, 1996, by and between MicroAge, Inc. and American Stock Transfer and Trust Company to Amended and Restated Rights Agreement, dated as of September 28, 1994, between MicroAge, Inc. and First Interstate Bank of California (Incorporated by reference to Exhibit 4.2.1 to the Annual Report on Form 10-K for year ended November 3, 1996) 1.3 Second Amendment, dated January 28, 1999, by and between MicroAge, Inc. and American Stock Transfer and Trust Company to Amended and Restated Rights Agreement, dated as of September 28, 1994, between MicroAge, Inc. and First Interstate Bank of California (Incorporated by reference to Exhibit 4.2.3 to the Registration Statement on Form S-8 filed March 3, 1999) 1.4 Third Amendment, dated September 30, 1999, by and between MicroAge, Inc. and American Stock Transfer and Trust Company to Amended and Restated Rights Agreement, dated as of September 28, 1994, between MicroAge, Inc. and First Interstate Bank of California SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MICROAGE, INC. Date: October 22, 1999 By: /s/ James H. Domaz ------------------------------------ James H. Domaz Vice President, Corporate Counsel, and Assistant Secretary EX-1.4 2 3RD AMENDMENT TO RESTATED RIGHTS AGREEMENT THIRD AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT THIS AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT (the "AMENDMENT"), dated as of this 30th day of September, 1999, is between MicroAge, Inc., a Delaware corporation (the "COMPANY"), and American Stock Transfer and Trust Company (the "RIGHTS AGENT"), and amends that certain Rights Agreement (as defined herein). RECITALS WHEREAS, the Board of Directors approved a Rights Amendment, dated February 23, 1989, as amended and restated as of September 28, 1994, and as amended as of November 5, 1996 and as of January 28, 1999 (the "RIGHTS AGREEMENT"), and declared a dividend of one right (the "RIGHT" or "RIGHTS") for each share of common stock to stockholders of record of the common shares issued and outstanding on the 1989 Record Date (as such term is defined in the Rights Agreement), each Right representing the right to purchase one one-hundredth (.01) of a share of Series C Junior Participating Preferred Stock upon the terms and subject to the conditions set forth in the Rights Agreement; and WHEREAS, the Board of Directors has authorized the amendment of the Rights Agreement, such that the term of such agreement is extended through the end of fiscal year 2000, or October 29, 2000. NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth herein and in the Rights Agreement, the parties hereby agree as follows: AGREEMENT 1. AMENDMENT. Section 7(a) of the Rights Agreement is hereby amended in its entirety as follows: SECTION 7. EXERCISE OF RIGHTS: PURCHASE PRICE; EXPIRATION DATE OF RIGHTS. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the close of business on October 29, 2000 (the "FINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "REDEMPTION DATE"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. 2. FULL FORCE AND EFFECT. Except as expressly provided in this Amendment, the Rights Agreement will remain unchanged and in full force and effect. 3. COUNTERPARTS. This Amendment may be executed in any number of counterparts, all of which taken together will constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. 4. GOVERNING LAW. It is the intention of the parties that the laws of Delaware will govern the validity of this Amendment, the construction of its terms, and the interpretation of the rights and duties of the parties. IN WITNESS WHEREOF the parties hereto have executed this Amendment as of the date first above written. MICROAGE, INC. By: /s/ Jeffrey D. McKeever ------------------------------------ Name: Jeffrey D. McKeever Its: Chairman of the Board and Chief Executive Officer AMERICAN STOCK TRANSFER AND TRUST COMPANY By: /s/ Herbert J. Lemmer ------------------------------------- Name: Herbert J. Lemmer Its: Vice President 2 -----END PRIVACY-ENHANCED MESSAGE-----