SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
STELLENT, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-1652566
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
7777 GOLDEN TRIANGLE DRIVE, EDEN PRAIRIE, MINNESOTA 55344
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(Address of principal executive offices) (Zip Code)
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. [ ]
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. [X]
Securities Act registration statement file number to which this form
relates: N/A (if applicable).
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Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On May 29, 2002, the Board of Directors of Stellent, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of Common Stock, par value of $.01 per share (the
"Common Shares"), of the Company. The dividend is payable on June 13, 2002 (the
"Record Date") to shareholders of record on that date.
Each Right entitles the registered holder to purchase from the Company
one-hundredth of a Series A Junior Participating Preferred Share, $.01 par value
per share (the "Preferred Shares"), of the Company at a price of $75 per
one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of May 29, 2002, between the
Company and Wells Fargo Bank Minnesota, N.A. (the "Rights Agent").
Initially, the Rights will attach to all certificates representing
Common Shares then outstanding and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares and a Distribution
Date for the Rights will occur, subject to certain exceptions, upon the earlier
of:
o the close of business on the fifteenth day following a public
announcement that a person or group of affiliated or associated
persons has become an "Acquiring Person" (i.e., has become, subject
to certain exceptions, the beneficial owner of 15% or more of the
outstanding Common Shares), or
o the close of business on the fifteenth day following the first
public announcement relating to a tender offer or exchange offer
the consummation of which would result in a person or group of
affiliated or associated persons becoming, subject to certain
exceptions, the beneficial owner of 15% or more of the outstanding
Common Shares (or such later date as may be determined by the Board
of Directors of the Company before a person or group of affiliated
or associated persons becomes an Acquiring Person).
Until the Distribution Date,
o the Rights will be evidenced by the Common Share certificates and
will be transferred with and only with the Common Shares,
o new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a
notation incorporating the Rights Agreement by reference, and
o the surrender for transfer of any Common Share certificate, even
without such notation or a copy of this Summary of Rights attached
thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate.
As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and the separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on June 13, 2012, unless extended or earlier redeemed or exchanged
by the Company as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution:
o in the event of a stock dividend on, or a subdivision, combination,
or reclassification of, the Preferred Shares,
o upon the grant to holders of the Preferred Shares of certain
rights, options, or warrants to subscribe for or purchase Preferred
Shares or convertible securities at less than the then-current
market price of the Preferred Shares, or
o upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular periodic
cash dividends or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those described in the
preceding bullet).
The number of Preferred Shares issuable upon the exercise of a Right is
also subject to adjustment in the event of a dividend on Common Shares payable
in Common Shares, or a subdivision, combination, or consolidation of the Common
Shares.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional Preferred Shares will be issued (other than
fractional shares that are integral multiples of one-hundredth (subject to
adjustment) of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) if in lieu of such issuance a payment in cash
is made based on the closing price (pro rated for the fraction) of the Preferred
Shares on the last trading date before the date of exercise.
If any person or group of affiliated or associated persons becomes an
Acquiring Person, proper provision shall be made so that each holder of a Right,
other than Rights that are or were beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise of the Right at the then-current exercise price of the Right that
number of Common Shares having a market value of two times the exercise price of
the Right, subject to certain possible adjustments.
If, on or after the Distribution Date or within 15 days prior thereto,
the Company is acquired in certain mergers or other business-combination
transactions or 50% or more of the assets or earning power of the Company and
its subsidiaries (taken as a whole) are sold on or after the Distribution Date
or within 15 days prior thereto in one or a series of related transactions, each
holder of a Right (other than Rights that have become void under the terms of
the Rights Agreement) will thereafter have the right to receive, upon exercise
of the Right at the then-current exercise price of the Right, that number of
common shares of the acquiring company (or, in certain cases, one of its
affiliates) having a market value of two times the exercise price of the Right.
In certain events specified in the Rights Agreement, the Company is
permitted temporarily to suspend the exercisability of the Rights.
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person (subject to certain exceptions) and before the
acquisition by a person or group of affiliated or associated persons of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights (other than Rights that have become void
under the terms of the Rights Agreement) for Common Shares or equivalent
securities at an exchange ratio per Right equal to the result obtained by
dividing the exercise price of a Right by the current per-share market price of
the Common Shares, subject to adjustment.
At any time before a person or group of affiliated or associated
persons 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 $.001 per Right,
subject to adjustment, payable in cash. 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. The Board of Directors and the
Company shall not have any liability to any person as a result of the redemption
or exchange of the Rights under the Rights Agreement.
The terms of the Rights may be amended by the Board of Directors of the
Company, subject to certain limitations after the Distribution Date, without the
consent of the holders of the Rights, including an amendment before a person or
group of affiliated or associated persons becomes an Acquiring Person to lower
the 15% threshold for exercisability of the Rights to not less than the greater
of (a) the sum of .001% and the largest percentage of the outstanding
Common Shares then known by the Company to be beneficially owned by any person
or group of affiliated or associated persons (subject to certain exceptions) or
(b) 10%.
Until a Right is exercised, the holder of the Right, as such, will have
no rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
A copy of the Rights Agreement (including all exhibits thereto) is
attached to this registration statement as Exhibit 1 and is incorporated by
reference herein. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of May 29, 2002, between Stellent,
Inc. and Wells Fargo Bank Minnesota, N.A.
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.
STELLENT, INC.
Date: May 29, 2002 By: /s/ Gregg A. Waldon
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Its: Chief Financial Officer