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Bindview Development Corp – ‘8-K’ for 10/13/05

On:  Wednesday, 10/19/05, at 4:54pm ET   ·   For:  10/13/05   ·   Accession #:  950129-5-9928   ·   File #:  1-16693

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/19/05  Bindview Development Corp         8-K:3,9    10/13/05    2:22K                                    Bowne - Houston/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Bindview Development Corporation                    HTML     19K 
 2: EX-4.1      First Amendment to Rights Agreement                 HTML     14K 


8-K   —   Bindview Development Corporation
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Table of Contents
"Item 3.03. Material Modification to Rights of Security Holders
"Item 9.01. Financial Statements and Exhibits
"Signature
"Exhibit Index

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Table of Contents

 
 
UNITED STATES
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 Earliest Event Reported: October 13, 2005
Date of Report: October 19, 2005
BINDVIEW DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
         
TEXAS
(State or Other Jurisdiction of
incorporation or organization)
  000-24677
(Commission File Number)
  76-0306721
(I.R.S. Employer Identification No.)
5151 San Felipe, 25th Floor
Houston, Texas 77056
(Address of principal executive offices)
(713) 561-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 



TABLE OF CONTENTS

ITEM 3.03. Material Modification to Rights of Security Holders
ITEM 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
First Amendment to Rights Agreement


Table of Contents

ITEM 3.03. Material Modification to Rights of Security Holders
Amendment to Rights Agreement
     On October 13, 2005, BindView Development Corporation (the “Company”) and Mellon Investor Services LLC, as rights agent (the “Rights Agent”), executed an amendment (the “Rights Amendment”) effective as of October 2, 2004, to the Rights Agreement dated as of September 17, 2001, between the Company and the Rights Agent (the Rights Agreement). The Rights Amendment provides that no person shall be deemed to be an “Acquiring Person” by reason of the execution and delivery of the Agreement and Plan of Merger dated as of October 2, 2005 (the “Merger Agreement”), by and between the Company, Buena Vista Acquisition Corp. and Symantec Corporation, or by reason of the consummation of the transactions contemplated by the Merger Agreement (the “Merger”).
     The Rights Amendment also amends the Rights Agreement to provide that (a) a “Shares Acquisition Date” shall not be deemed to occur as a result of the announcement, execution, delivery or amendment of the Merger Agreement or the consummation of any of the transactions contemplated thereby, and (b) the rights created under the Rights Agreement shall cease to be exercisable immediately prior to the effective time of the Merger.
     The foregoing description of the Rights Amendment does not purport to be complete and is qualified in its entirety by reference to the Rights Amendment, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
     Not applicable
(b) Pro forma financial information
     Not applicable
(c) Exhibits
     
  First Amendment to Rights Agreement, effective as of October 2, 2005, by and between BindView Development Corporation and Mellon Investor Services LLC.

1



Table of Contents

SIGNATURE
     Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  BINDVIEW DEVELOPMENT CORPORATION
 
 
Date: October 19, 2005  By:   /s/ Edward L. Pierce    
    Edward L. Pierce   
    Executive Vice President and Chief Financial Officer   
 

2



Table of Contents

EXHIBIT INDEX
     
Exhibit Number   Description
 
   
  First Amendment to Rights Agreement, effective as of October 2, 2005, by and between BindView Development Corporation, and Mellon Investor Services LLC.

3


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:10/19/05
For Period End:10/13/053
10/2/053,  8-K
10/2/04
9/17/018-K
 List all Filings 
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Filing Submission 0000950129-05-009928   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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