SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM 8-A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
KPMG Consulting, Inc.
---------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3680505
-------- ----------
(State of Incorporation or Organization) (IRS Employer Identification No.)
1676 International Drive, McLean, Virginia 22102
------------------------------------------ -----
(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), please 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), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-36328
---------
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To be so Registered Each Class is to be Registered
------------------- ------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating
Preferred Stock Purchase Rights
-------------------------------
Title of Class
This Form 8-A/A amends and supplements the Form 8-A filed by KPMG
Consulting, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission on October 3, 2001 with respect to Series A Junior
Participating Preferred Stock Purchase Rights.
Item 1. Description of Registrant's Securities to be Registered
On August 22, 2002, pursuant to a share purchase agreement dated as of June
8, 2002 (the "Share Purchase Agreement"), by and among the Company, KPMG DTG,
the majority shareholder of KPMG Consulting AG ("KCA"), and minority
shareholders of KCA as set forth in the Share Purchase Agreement, the Company
acquired all of the outstanding shares of KCA (the "Acquisition"). In
contemplation of the Acquisition, the Company entered into an amendment of the
Rights Agreement between the Company and EquiServe Trust Company, N.A., as
rights agent (the "Amendment"). Capitalized terms used herein and not otherwise
defined have the meanings assigned to them in the Rights Agreement.
Generally, the Amendment modifies the Rights Agreement to provide that
neither the Acquisition nor the issuance of stock to KPMG DTG and other parties
under the share purchase agreement, nor any public disclosure of it, would cause
any person to become an Acquiring Person under the Rights Agreement or trigger
the issuance of Rights Certificates or the exercisability of the Rights
themselves. Specifically, the Amendment provides, among other things, that:
(i) no person shall become an "Acquiring Person" solely as a result
of execution and delivery of the Share Purchase Agreement;
(ii) the execution and delivery or public disclosure of the Share
Purchase Agreement shall not constitute a "Shares Acquisition Date"; and
(iii) no "Distribution Date" will be deemed to have occurred solely
due to the execution and delivery of the Share Purchase Agreement or the
transactions contemplated thereby.
This summary description of the Amendment is not intended to be complete.
You should read the entire text of the Amendment, which is attached as Exhibit
1.5, and incorporated by reference to the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on September 6, 2002.
2
Item 2. Exhibits.
Exhibit No. Description
1.5 First Amendment to Rights Agreement, dated October 2, 2001 by
and between KPMG Consulting, Inc. and EquiServe Trust Company,
N.A.(incorporated by reference to Exhibit 99.1 to KPMG
Consulting, Inc.'s Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 6, 2002.)
3
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this amendment to the Company's
registration statement on Form 8-A to be signed on its behalf by the
undersigned, thereto duly authorized.
KPMG Consulting, Inc.
Dated: September 6, 2002 By: /s/ David W. Black
-----------------------------
Name: David W. Black
Title: Executive Vice President,
General Counsel and Secretary
4
Exhibit Index
Exhibit No. Description
1.5 First Amendment to Rights Agreement, dated October 2, 2001 by
and between KPMG Consulting, Inc. and EquiServe Trust Company,
N.A. (incorporated by reference to Exhibit 99.1 to KPMG
Consulting, Inc.'s Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 6, 2002.)
5