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
The Dolan Company
(Exact name of registrant as specified in its charter)
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Delaware
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43-2004527 |
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(State of incorporation or organization)
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(I.R.S. Employer Identification No. |
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222 Second Avenue South, Suite 2300, Minneapolis, Minnesota
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55402 |
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(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
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Name of each exchange on which |
to
be so registered
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each class is to be registered |
Series A Junior Participating Preferred Stock Purchase Right The New York Stock Exchange
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), check the following box.
þ
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. o
Securities
Act registration statement file number to which this form relates: N/A (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act: None.
The Dolan Company (the Company) hereby amends its registration statement on Form 8-A, which
it filed with the Securities Exchange Commission (the SEC) on February 3, 2009 and amended on a
Form 8-A/A filed with the SEC on March 22, 2010 (as so amended, the Original Registration
Statement), as follows:
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Item 1. |
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Description of Securities to be Registered. |
The Company hereby amends and supplements Item 1 of the Original Registration Statement to
reflect that on September 15, 2011, the Company entered into Amendment No. 2 to Rights Agreement
(Amendment 2), which amends its Rights Agreement dated as of January 29, 2009 (the Base Rights
Agreement), which was previously amended by Amendment No. 1 to Rights Agreement dated as of March
17, 2010 (Amendment 1, and together with the Base Rights Agreement, the Rights Agreement).
Pursuant to Amendment 2, Wells Fargo Bank, N.A. succeeds Mellon Investor Services LLC as Rights
Agent under the Rights Agreement.
The foregoing description is qualified in its entirety by reference to (i) Amendment 2, which
is incorporated by reference herein as Exhibit 4.3, (ii) the Base Rights Agreement, which was filed
as Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the SEC on February 3, 2009
and is incorporated by reference herein, and (iii) Amendment 1, which was filed as Exhibit 4 to the
Companys Current Report on Form 8-K filed with the SEC on March 22, 2010 and is incorporated by
reference herein.
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Item 2 of the Original Registration Statement is amended by adding the following Exhibit 4.3: |
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4.3 |
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Amendment No. 2 to Rights Agreement, dated as of September 15, 2011, and effective as of
September 16, 2011, by and between The Dolan Company and Wells Fargo Bank, N.A., as successor
Rights Agent (incorporated by reference to Exhibit 4 to the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on September 16, 2011). |
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 hereunto duly authorized.
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THE DOLAN COMPANY
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Date: September 16, 2011 |
/s/ Vicki J. Duncomb
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Name: |
Vicki J. Duncomb |
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Its: Vice President and Chief Financial Officer |
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