Form 8-A12B/A - Registration of securities [Section 12(b)]: [Amend]
April 23 2024 - 8:55AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
TRUBRIDGE,
INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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74-3032373 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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54 St. Emanuel Street,
Mobile, Alabama |
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36602 |
(Address of principal executive offices) |
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(Zip Code) |
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 |
Common Stock Purchase Rights |
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The NASDAQ Stock Market LLC |
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) or (e), 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) or (e), check the following box. ☐
If this form
relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act
registration statement or Regulation A offering statement file number to which this form relates: Not Applicable (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
This Form 8-A/A is filed by TruBridge, Inc., a Delaware corporation
(the Company), to reflect the amendment to the common stock purchase rights registered on the Form 8-A filed by the Company on March 26, 2024.
Item 1. Description of the Registrants Securities to Be Registered.
The Company and Computershare Trust Company, N.A., as rights agent (the Rights Agent), entered into the Amendment to the Rights
Agreement, dated as of April 22, 2024 (the Amendment), which amended the Rights Agreement, dated as of March 26, 2024, by and between the Company and the Rights Agent (as amended, the Rights
Agreement).
The Amendment amends Section 1 of the Rights Agreement to provide for the addition of the defined term Triggering
Percentage, which is defined to mean 15 percent (15%). The Amendment also provides that each occurrence of a numerical percentage in the definition of Acquiring Person in Section 1(a) of the Rights Agreement shall be
deleted and replaced with Triggering Percentage and each other reference to 10% contained elsewhere in the Rights Agreement and the exhibits thereto shall be replaced with Triggering Percentage. The Amendment also
provides certain administrative changes to accommodate the addition of the defined term.
The Amendment is attached hereto as Exhibit 4.2 and is
incorporated herein by reference. The description of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.2.
Item 2. Exhibits.
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4.1 |
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Rights Agreement, dated as of March
26, 2024, by and between TruBridge, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 of TruBridge, Inc.s Current Report on Form 8-K filed March
26, 2024). |
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4.2 |
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Amendment to the Rights Agreement, dated as of April
22, 2024, by and between TruBridge, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.2 of TruBridge, Inc.s Current Report on Form 8-K filed April
23, 2024). |
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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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TRUBRIDGE, INC. |
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Date: April 23, 2024 |
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By: |
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/s/ Christopher L. Fowler |
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Name: |
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Christopher L. Fowler |
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Title: |
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President and Chief Executive Officer |
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