Form 8-A12B/A - Registration of securities [Section 12(b)]: [Amend]

 

 

 

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

 

 

TRUBRIDGE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		74-3032373
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

54 St. Emanuel Street, Mobile, Alabama		36602
(Address of principal executive offices)		(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
Common Stock Purchase Rights		The NASDAQ Stock Market LLC

 

 

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) or (e), 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) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering 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

(Title of class)

 

 

 

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This Form 8-A/A is filed by TruBridge, Inc., a Delaware corporation (the “Company”), to reflect the amendment to the common stock purchase rights registered on the Form 8-A filed by the Company on March 26, 2024.

Item 1. Description of the Registrant’s Securities to Be Registered.

The Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), entered into the Amendment to the Rights Agreement, dated as of April 22, 2024 (the “Amendment”), which amended the Rights Agreement, dated as of March 26, 2024, by and between the Company and the Rights Agent (as amended, the “Rights Agreement”).

The Amendment amends Section 1 of the Rights Agreement to provide for the addition of the defined term “Triggering Percentage,” which is defined to mean 15 percent (15%). The Amendment also provides that each occurrence of a numerical percentage in the definition of “Acquiring Person” in Section 1(a) of the Rights Agreement shall be deleted and replaced with “Triggering Percentage” and each other reference to “10%” contained elsewhere in the Rights Agreement and the exhibits thereto shall be replaced with “Triggering Percentage”. The Amendment also provides certain administrative changes to accommodate the addition of the defined term.

The Amendment is attached hereto as Exhibit 4.2 and is incorporated herein by reference. The description of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.2.

Item 2. Exhibits.

 

4.1		Rights Agreement, dated as of March  26, 2024, by and between TruBridge, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 of TruBridge, Inc.’s Current Report on Form 8-K filed March  26, 2024).
4.2		Amendment to the Rights Agreement, dated as of April  22, 2024, by and between TruBridge, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.2 of TruBridge, Inc.’s Current Report on Form 8-K filed April  23, 2024).

 

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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.

 

				TRUBRIDGE, INC.
Date: April 23, 2024				By:		/s/ Christopher L. Fowler
				Name:		Christopher L. Fowler
				Title:		President and Chief Executive Officer

 

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