Mapics Inc – ‘8-K’ for 12/3/96 – EX-20

As of:  Thursday, 12/5/96   ·   For:  12/3/96   ·   Accession #:  927016-96-1899   ·   File #:  0-18674

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         8     32K 
 2: EX-4        Marcam and First National Rights Agreement            62    278K 
 3: EX-20       Announcement of Stockholder Rights Plan                2     12K 

EX-20   —   Announcement of Stockholder Rights Plan

EX-20
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                                                                      EXHIBIT 20

FOR IMMEDIATE RELEASE                                                           

FOR MORE INFORMATION:                                                           
George A. Chamberlain or Sharon Clark                                 
Marcam Corporation                                                    
(617) 928-5732 or (617) 928-8758                                      
george.chamberlain@marcam.com                                         

MARCAM CORPORATION ADOPTS STOCKHOLDER RIGHTS PLAN 

     Newton, Massachusetts (December 4, 1996) - The Board of Directors of Marcam
Corporation (Nasdaq:MCAM) has adopted a Stockholder Rights Plan.  Under the     
Plan, stockholders will receive one preferred stock purchase right (a "Right")  
for each outstanding share of common stock, and for each outstanding share of   
convertible preferred stock, a number of Rights equal to the number of shares of
Common Stock issuable upon conversion of such convertible preferred stock.  The 
rights are to be distributed to stockholders of record as of the close of       
business on December 16, 1996.                                                  

     Michael Quinlan, the Company's President and Chief Executive Officer, said,
"This Rights Plan was not adopted by the Board in response to any specific offer
or threat, but rather is designed to protect the stockholders of the Company    
against future takeover tactics that are coercive or unfair."  The Rights Plan  
is designed to enable all stockholders of Marcam to realize the long-term value 
of their investment in the Company.  Specifically, the Plan is designed to      
prevent an acquiror from gaining control of the Company without offering a fair 
price to all of the Company's stockholders.  Mr. Quinlan noted that, "These     
coercive tactics can unfairly pressure stockholders, squeeze them out of their  
investment without giving them any real choice, and deprive them of the full    
value of the shares." Similar plans have been adopted by over 1,000 public      
companies.                                                                      

The Rights will expire on December 16, 2006 unless earlier redeemed or
exchanged.  Each Right will entitle the holder to purchase one one-thousandth of
a share of a new series of junior participating preferred stock at an exercise  
price of $60.00.  The Rights will be exercisable only if a person or group      
acquires beneficial ownership of 20% or more of the Common Stock of the Company 
or announces a tender or exchange offer that would result in such person or     
group owning 20% or more of the Common Stock of the Company or a person owning  
10% or more of the Common Stock of the Company is determined by the Board to be 
an Adverse Person, as defined in the Rights Plan.  General Atlantic and its     
Affiliates would each be exempt under the Rights Plan, subject to compliance    
with their standstill agreements with the Company.                              

   If any person or group becomes the beneficial owner of 20% or more of the
shares of Common Stock of the Company, except pursuant to a tender or exchange  
offer for all shares at a price that a majority of the continuing directors     
determines to be fair; a 20% or greater stockholder engages in a merger with the
Company in which the Company survives and its Common Stock remains outstanding  
and unchanged; certain other self-dealing events involving the Company and a 20%
or greater stockholder occur; or the Board determines a 10% or greater          
stockholder to be an Adverse Person, then each Right not owned by such person or
related parties will entitle its holder to purchase, at the current exercise    
price of the Right, Common Stock of the Company having a value of twice the     
Right's exercise price.  In such circumstances and in the alternative, the      
Company may also exchange one share of Common Stock for each Right outstanding. 
In addition, the plan provides for Rights holders to acquire                    

EX-20
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shares of an acquiror based on the same formula, if the Company is not the      
surviving Company in a transaction.                                             

 The Company will generally be entitled to redeem the Rights at $.01 per
Right at any time until the tenth day following a public announcement that a 20%
stock position has been acquired and in certain other circumstances.            

   The Company also announced that all stockholders of record will receive a
letter which will summarize the plan.                                           

Founded in 1980, Marcam Corporation is the leading supplier of ERP and
maintenance services for process and discrete manufacturing companies worldwide.
The Company's Protean, PRISM, MAPICS XA, and Maintenance Management Products    
have been installed in more than 15,000 customer locations worldwide, including 
Emerson Electric, Ralston Purina and Westinghouse.  Represented in more than 50 
countries, Marcam has 28 offices throughout North America, Europe, the Middle   
East, Asia Pacific, and Latin America, complemented by a worldwide affiliate    
organization.  For more information, visit Marcam's home page on the World-Wide 
Web at http://www.marcam.com.                                                   

### 

Note to Editors:  Marcam and PRISM are registered trademarks and Protean is a   
trademark of Marcam Corporation.  (U.S. patent pending) MAPICS is a registered  
trademark of Mapics, Inc. and Marcam Corporation.  Other products and company   
names mentioned may be trademarks and/or registered trademarks of their         
respective companies.                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		12/16/06		1
		12/16/96		1
Filed on:		12/5/96							8-A12G
		12/4/96		1
For Period End:		12/3/96
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