Kintera Inc - Amended Securities Registration (section 12(g)) (8-A12G/A)
May 30 2008 - 5:27PM
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
Kintera, Inc.
(Exact name of
registrant as specified in its charter)
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Delaware
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74-2947183
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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9605 Scranton Road, Suite 200
San Diego, California
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92121
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(Address of principal executive offices)
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(Zip Code)
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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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Series A Preferred Stock Purchase Rights
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Nasdaq Global Market
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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.
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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.
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Securities Act registration statement file number to which this form relates:
000-50507
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
(Title of Class)
Item 1.
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Description of Securities to be Registered
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Effective January 25, 2006, the Board of Directors of Kintera, Inc. (the Company) authorized and declared a dividend of one right (a Right) for each outstanding share of Common Stock, par value $0.001
(Common Stock), to stockholders of record as of the close of business February 10, 2006 (the Record Date). Each Right entitles the registered holder, subject to the terms of the Rights Agreement, to purchase from the
Company one one-hundredth (1/100) of a share of the Companys Series A Preferred Stock (Series A Preferred) for each outstanding share of Common Stock at a purchase price of $50.00, subject to adjustment (the Purchase
Price).
On May 29, 2008, the Company entered into an Agreement and Plan of Merger (the Merger Agreement), with
Blackbaud, Inc. (Blackbaud), and Eucalyptus Acquisition Corporation, a Delaware corporation and wholly-owned indirect subsidiary of Parent (Merger Sub), providing for, among other things, the merger of Merger Sub with and
into the Company upon the terms and subject to the conditions set forth in the Merger Agreement.
On May 29, 2008, prior to the
execution of the Merger Agreement, the Board approved, and the Company entered into an Amendment (the Amendment) to the Rights Agreement. The Amendment, among other things, renders the Rights Agreement inapplicable to the merger, the
Merger Agreement and the transactions contemplated thereby. In addition, the Amendment provides that neither Blackbaud, Merger Sub nor any of their affiliates will become an Acquiring Person (as such term is defined in the Rights
Agreement), none of a Section 11(a)(ii) Event, Stock Acquisition Date, Distribution Date, or Section 13 Event shall occur, and that the Rights (as all such terms are defined in the Rights
Agreement) will not separate from shares of Company common stock, in each case, by reason of the approval or execution of the Merger Agreement, the announcement or consummation of the Merger, the Merger Agreement or the transactions contemplated
thereby.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the
Amendment, a copy of which is filed as Exhibit 4.2 hereto and is incorporated herein by reference.
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Exhibit
Number
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Description
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3.1
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Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock of Kintera, Inc. is incorporated by reference to Exhibit 3.1 from the Kintera, Inc. Current
Report on Form 8-K, dated January 25, 2006.
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4.1
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Rights Agreement, dated as of January 25, 2006, between Kintera, Inc. and U.S. Stock Transfer Corp., including the form of Rights Certificate, the Summary of Rights and the Certificate of
Designation of the Series A Preferred Stock of Kintera, Inc., is incorporated by reference to Exhibit 4.1 from the Kintera, Inc. Current Report on Form 8-K, dated January 25, 2006.
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4.2
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Amendment to Rights Agreement, dated as of May 29, 2008, between Kintera, Inc. and Computershare, is incorporated by reference to Exhibit 4.1 from the Kintera, Inc. Current Report on
Form 8-K, dated May 29, 2008.
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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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KINTERA, INC.
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Date: May 30, 2008
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/s/ Richard Davidson
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Richard Davidson
Chief Financial
Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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3.1
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Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock of Kintera, Inc. is incorporated by reference to Exhibit 3.1 from the Kintera, Inc. Current Report on
Form 8-K, dated January 25, 2006.
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4.1
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Rights Agreement, dated as of January 25, 2006, between Kintera, Inc. and U.S. Stock Transfer Corp., including the form of Rights Certificate, the Summary of Rights and the Certificate of
Designation of the Series A Preferred Stock of Kintera, Inc., is incorporated by reference to Exhibit 4.1 from the Kintera, Inc. Current Report on Form 8-K, dated January 25, 2006.
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4.2
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Amendment to Rights Agreement, dated as of May 29, 2008, between Kintera, Inc. and Computershare, is incorporated by reference to Exhibit 4.1 from the Kintera, Inc. Current Report on
Form 8-K, dated May 29, 2008.
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