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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 Report (Date of earliest event reported): JULY 31, 1997
DATAWORKS CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-26814 33-0209937
(Commission File No.) (IRS Employer Identification No.)
5910 PACIFIC CENTER BLVD., SUITE 300
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (619) 546-9600
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ITEM 5. OTHER EVENTS.
On July 31, 1997, Interactive Group, Inc., a Delaware corporation
("Interactive"), announced that it had entered into a definitive agreement (the
"Merger Agreement") with DataWorks Corporation, a California corporation
("DataWorks"), pursuant to which Interactive will become a wholly owned
subsidiary of DataWorks in a stock-for-stock merger (the "Merger") intended to
qualify as a tax-free reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended, and accounted for as a pooling of
interests for financial reporting purposes. Under the terms of the Merger
Agreement, stockholders of Interactive will receive 0.8054 shares of DataWorks
Common Stock for each share of Interactive Common Stock they own at the time the
Merger is consummated (the "Exchange Ratio"). In addition, options and warrants
to acquire Interactive Common Stock will be converted as a result of the Merger
into equivalent options and warrants for DataWorks Common Stock, based upon the
Exchange Ratio.
In connection with the execution of the Merger Agreement, Interactive has
granted to DataWorks an option to purchase up to 344,531 shares of Interactive
Common Stock (approximately 7.5% of the number of shares currently outstanding),
exercisable upon the occurrence of certain events involving a termination of the
Merger Agreement. The option is set forth in an "Option Agreement" dated July
31, 1997.
The Merger is expected to be completed this fall, subject to approval of
the Merger Agreement and the Merger by the stockholders of Interactive and the
shareholders of DataWorks as well as the satisfaction or waiver of customary
closing conditions. In connection with the execution of the Merger Agreement,
certain stockholders of Interactive owning approximately 39% of the outstanding
shares of Interactive Common Stock (Robert C. Vernon, Mark Hellinger and
Randolph S. Naylor) and certain shareholders of DataWorks owning approximately
20% of the outstanding shares of DataWorks Common Stock have entered into forms
of "Voting Agreements" pursuant to which they have agreed to vote their shares
in favor of approval of the Merger Agreement and the Merger.
The foregoing description of the transactions involving Interactive and
DataWorks and the various agreements entered into in connection therewith is
qualified in its entirety by reference to the Merger Agreement, the Option
Agreement and the forms of Voting Agreements entered into by the stockholders of
Interactive and the shareholders of DataWorks, copies of which are filed as
exhibits to this Form 8-K and are incorporated herein by this reference.
2.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
99.1 Agreement and Plan of Merger and Reorganization dated July 31,
1997 among the Registrant, DataWorks Acquisition Sub, Inc. and
Interactive Group, Inc.*
99.2 Option Agreement dated as of July 31, 1997 between DataWorks
Corporation and Interactive Group, Inc.*
99.3 Form of Voting Agreement between DataWorks Corporation and
certain stockholders of Interactive Group, Inc.*
99.4 Form of Voting Agreement between Interactive Group, Inc. and
certain shareholders of DataWorks Corporation.*
* Incorporated by reference to Interactive Group, Inc.'s Current Report on
Form 8-K dated July 31, 1997.
3.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATAWORKS CORPORATION
Dated: August 11, 1997 By: /s/ NORMAN R. FARQUHAR
--------------------------------
Norman R. Farquhar
Executive Vice President, Chief
Financial Officer and Director
4.
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INDEX TO EXHIBITS
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99.1 Agreement and Plan of Merger and Reorganization dated July
31, 1997 among the Registrant, DataWorks Acquisition Sub,
Inc. and Interactive Group, Inc.*
99.2 Option Agreement dated as of July 31, 1997 between DataWorks
Corporation and Interactive Group, Inc.*
99.3 Form of Voting Agreement between DataWorks Corporation and
certain stockholders of Interactive Group, Inc.*
99.4 Form of Voting Agreement between Interactive Group, Inc. and
certain shareholders of DataWorks Corporation.*
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* Incorporated by reference to Interactive Group, Inc.'s Current Report
on Form 8-K dated July 31, 1997.
5.
