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

 

SUPPORT.COM, INC.

(Exact name of registrant as specified in its charter)

 

 Delaware   94-3282005
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)

 

900 Chesapeake Drive, 2nd Floor, Redwood City, CA 94063

(Address of principal executive offices and zip code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered Name of each exchange on which each class is to be registered
Series A Junior Participating
Preferred Stock Purchase Rights
The NASDAQ Global Select Market

 

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.           x

 

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), check the following box.                      o

 

Securities Act registration statement file number to which this form relates:   Not applicable  
  (if applicable)  

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 
 

SUPPORT.COM, INC.

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.    Description Of Registrant’s Securities To Be Registered .

 

Support.com, Inc. (the “ Company ”) supplements Item 1 to incorporate the following with respect to the rights (the “ Series A Purchase Rights” ) to purchase Series A Junior Participating Preferred Stock (the “ Series A Preferred Stock ”) that were issued under the Rights Agreement, dated as of October 13, 2015 (the “ Original Rights Agreement ”), by and between the Company and Computershare Trust Company, N.A., as Rights Agent (the “ Rights Agent ”):

 

On April 20, 2016, the Company and the Rights Agent entered into an amendment to the Original Rights Agreement (the “ Amendment No. 1 ”). The Amendment No. 1 changes the Final Expiration Date (as defined in the “ Original Rights Agreement ”) of the Series A Purchase Rights from October 10, 2016 to April 20, 2016. As a result, the Series A Purchase Rights expired and the Original Rights Agreement was effectively terminated as of April 20, 2016. A copy of the Amendment No. 1 is filed as Exhibit 4.2 to this Registration Statement on Form 8-A/A and is incorporated herein by reference.

 

On April 21, 2016, pursuant to Section 151(g) of the Delaware General Corporation Law, the Company caused a Certificate of Elimination of the Series A Preferred Stock (the “ Certificate of Elimination ”) to be executed and filed with the Secretary of State of the State of Delaware to eliminate the Series A Preferred Stock from the Company’s Restated Certificate of Incorporation and, thereafter, all one hundred fifty thousand (150,000) shares of Series A Preferred Stock previously designated resumed the status of authorized and unissued shares of preferred stock, par value $.0001 per share, of the Company. A copy of the Certificate of Elimination is filed as Exhibit 4.3 to this Registration Statement on Form 8-A/A and is incorporated herein by reference.

 

Item 2.    Exhibits .

 

The documents listed below are filed as exhibits to this Registration Statement:

 

Exhibit
No.
  Description
4.2   Amendment No. 1, dated as of April 20, 2016, to the Rights Agreement, dated as of October 13, 2015, by and between Support.com, Inc. and Computershare Trust Company, N.A., as Rights Agent.
     
4.3   Certificate of Elimination of the Series A Preferred Stock filed with the Secretary of State of the State of Delaware on April 21, 2016.
2

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.

 

  SUPPORT.COM, INC.
   
  By: /s/ Elizabeth Cholawsky
  Elizabeth Cholawsky
Dated: April 21, 2016 President and Chief Executive Officer
3

EXHIBIT INDEX

 

Exhibit No.   Description
4.2   Amendment No. 1, dated as of April 20, 2016, to the Rights Agreement, dated as of October 13, 2015, by and between Support.com, Inc. and Computershare Trust Company, N.A., as Rights Agent.
     
4.3   Certificate of Elimination of the Series A Preferred Stock filed with the Secretary of State of the State of Delaware on April 21, 2016.
4

Exhibit 4.2

 

Execution Copy

 

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

 

AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of April 20, 2016 (this “ Amendment ”), to the Rights Agreement, dated as of October 13, 2015 (the “ Original Rights Agreement ”), by and between Support.com, Inc., a Delaware corporation (the “ Company ”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “ Rights Agent ”).

 

RECITALS

 

WHEREAS, the Board of Directors (the “ Board ”) of the Company has determined that it is in the best interests of the Company and its stockholders to amend the Original Rights Agreement as set forth in this Amendment;

 

WHEREAS, pursuant to Section 27 of the Original Rights Agreement, prior to the Distribution Date (as defined in the Original Rights Agreement), and except as otherwise provided in such Section, the Company, by action of the Board, may from time to time, in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of the Original Rights Agreement in any respect in accordance with the provisions of such Section;

 

WHEREAS, as of the date hereof, a Distribution Date has not occurred (as defined in the Original Rights Agreement); and

 

WHEREAS, pursuant to the terms of the Original Rights Agreement and in accordance with Section 27 thereof, the Company has directed that the Original Rights Agreement be amended as set forth in this Amendment, and by its execution and delivery hereof, directs the Rights Agent to execute this Amendment; and

 

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth in the Original Rights Agreement and in this Amendment, the parties hereto hereby agree as follows:

 

1.           Definitions . Unless otherwise specifically defined herein, all terms used herein shall have the meaning ascribed to such terms in the Original Rights Agreement.

 

2.           Amendment . Section 7(a) of the Original Rights Agreement is hereby amended to replace the date “October 10, 2016” with “April 20, 2016.”

 

3.           Further Amendments . Consistent with the amendment to Section 7(a) of the Original Rights Agreement set forth in Section 2 above, Exhibit B and Exhibit C to the Original Rights Agreement are hereby amended to replace the date “October 10, 2016” with the date “April 20, 2016” in each place it appears.

 

4.           Amendment Only . This Amendment is only an agreement amending and modifying certain provisions of the Original Rights Agreement. All of the provisions of the Original Rights Agreement are incorporated herein by reference and shall continue in full force and effect.

 

5.           Applicable Law . This Amendment shall be deemed to be a contract made under the internal substantive laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the internal substantive laws of such State applicable to contracts to be made and performed entirely within such state, without regard to its conflicts of law principles.

 

6.           Binding Effect . This Amendment shall be binding upon and inure to the benefit of each party hereto, and their respective successors and assigns.

 

7.           General .

 

7.1.           Headings . Descriptive headings of the several sections of this Amendment are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.

 

7.2           Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to be an original, and all such counterparts will together constitute one and the same instrument, it being understood that all parties need not sign the same counterpart. A signature to this Amendment executed or transmitted electronically (including by fax and .pdf) will have the same authority, effect and enforceability as an original signature. No party hereto may raise the use of such electronic execution or transmission to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through such electronic transmission, as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2

IN WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment to the Original Rights Agreement to be executed and delivered by its duly authorized officers or representatives as of the day and year first written above.

 

  SUPPORT.COM, INC.
   
  By: /s/ Elizabeth M. Cholawsky
  Elizabeth M. Cholawsky
  President and Chief Executive Officer
   
  COMPUTERSHARE TRUST COMPANY, N.A.
   
  By: /s/ Patrick Hayes
  Name: Patrick Hayes
  Title: Vice President and Manager
3

Exhibit 4.3

 

CERTIFICATE OF ELIMINATION

 

OF THE

 

SERIES A PREFERRED STOCK

 

OF

 

SUPPORT.COM, INC.

 

(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)

 

 

 

Support.com, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (“ DGCL ”), hereby certifies as follows:

 

FIRST: That, pursuant to Section 151(g) of the DGCL and the authority granted in the Corporation’s Restated Certificate of Incorporation (the “ Certificate of Incorporation ”), the Board of Directors of the Corporation (the “ Board ”) previously designated one hundred fifty thousand (150,000) shares of authorized shares of preferred stock of the Corporation as Series A Preferred Stock, par value $0.0001 per share, of the Corporation (the “ Series A Preferred Stock ”).

 

SECOND: That no shares of Series A Preferred Stock are outstanding and no shares of Series A Preferred Stock shall be issued by the Corporation.

 

THIRD: That the following resolutions were adopted on April 20, 2016 by the Board pursuant to the authority granted by Section 151(g) of the DGCL, approving the filing of a Certificate of Elimination of the Series A Preferred Stock (the “ Certificate of Elimination ”):

 

“WHEREAS, by resolution of the Board duly adopted, and by a Certificate of Designation filed with the Office of the Secretary of State of the State of Delaware on October 14, 2015 (the “ Series A Certificate of Designation ”), one hundred fifty thousand (150,000) shares of authorized shares of preferred stock of the Corporation were designated as Series A Preferred Stock, par value $.0001 per share, of the Corporation (the “ Series A Preferred Stock ”), which certificate established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations and restrictions of the Series A Preferred Stock;

 

WHEREAS, the preferred stock rights agreement to which the Corporation was a party which necessitated the designation of the Series A Preferred Stock has expired; and

 

WHEREAS, in light of the foregoing, the Board deems it desirable that, pursuant to Section 151(g) of the DGCL, a Certificate of Elimination of the Series A Preferred Stock (the “ Certificate of Elimination ”) be executed and filed with the Secretary of State of the State of Delaware and that all one hundred fifty thousand (150,000) shares of

 

Series A Preferred Stock heretofore designated resume the status of authorized and unissued shares of preferred stock, par value $.0001 per share, of the Corporation, and that all matters set forth in the Series A Certificate of Designation be eliminated from the Corporation’s Restated Certificate of Incorporation (as amended, the “ Restated Certificate of Incorporation ”).

 

NOW THEREFORE, BE IT

 

RESOLVED, that none of the Series A Preferred Stock shall be issued pursuant to the Series A Certificate of Designation previously filed with the Secretary of State of the State of Delaware with respect to the Series A Preferred Stock; and further

 

RESOLVED, that each of the executive officers of the Corporation is hereby authorized and directed, jointly and severally, for and on behalf of the Corporation, to execute and file the Certificate of Elimination with the Secretary of State of the State of Delaware and to execute and deliver and any and all other certificates, agreements and other documents which they may deem necessary or advisable in order to effectuate the elimination of the Series A Preferred Stock, as provided by Section 151(g) of the Delaware General Corporation Law in accordance with Section 103 of the Delaware General Corporation Law; and further

 

RESOLVED, that when such Certificate of Elimination becomes effective, all references to the Series A Preferred Stock in the Restated Certificate of Incorporation shall be eliminated and the shares of Series A Preferred Stock shall resume the status of authorized and unissued shares of preferred stock, par value $.0001 per share, of the Corporation, without designation as to series; and further

 

RESOLVED, that each of the executive officers of the Corporation is hereby authorized and directed, jointly and severally, for and on behalf of the Corporation, to execute and deliver any and all agreements, instruments and documents, and to do any and all other acts and things as they or any of them may deem necessary or appropriate to carry out fully the intent and purpose of the foregoing resolutions.”

 

FOURTH: That, in accordance with Section 151(g) of the DGCL, upon the effective date of the filing of this Certificate of Elimination, the Certificate of Incorporation is hereby amended to eliminate all matters set forth in the Series A Certificate of Designation from the Certificate of Incorporation, and all shares of Series A Preferred Stock shall resume the status of authorized and unissued shares of preferred stock, par value $.0001 per share, of the Corporation, without designation as to series.

2

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be executed by its duly authorized officers on this 21st day of April 2016.

 

  SUPPORT.COM, INC.
     
  By: /s/ Elizabeth Cholawsky
  Elizabeth Cholawsky
  President and Chief Executive Officer
3