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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) JANUARY 6, 1997
SOFTWARE 2000, INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
MASSACHUSETTS 0-27030 04-2734036
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
25 COMMUNICATIONS WAY, HYANNIS, MA 02601
(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (508) 778-2000
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits
Exhibit No. Description
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<S> <C>
99.1 Press Release of the Company, dated
January 6, 1997.
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Effective on January 6, 1997, Software 2000, Inc. (the "Company") acquired all
of the issued share capital (the "Time Capital") of Time (Open Systems) Limited,
a corporation formed under the laws of the United Kingdom ("Time"), in exchange
for cash and the issuance of Common Stock, $.01 par value, in the Company (the
"Company Shares").
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The Company purchased the Time Capital from the individuals indicated below,
each a resident of the United Kingdom (the "Sellers"), for the consideration
indicated:
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Time Cash Company
Sellers Capital Paid Shares
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Jeffrey William Ashford 15,000 $ 838,035 230,960
John Francis Thorley 15,000 $ 838,035 230,960
Gary George Richardson 15,000 $ 838,035 230,960
Paul Cahill 5,000 $ 279,345 76,987
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Total 50,000 $2,793,450 769,867
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The Company Shares were issued by the Company pursuant to an exemption from
registration provided by Regulation S. Each of the Sellers represented to the
Company that he was not a "U.S. person" (as defined in Regulation S). The sale
and issuance of the Company Shares occurred outside the United States in an
"offshore transaction" (as defined in Regulation S), and otherwise in compliance
with Regulation S. There was no underwriter used in connection with the sale and
issuance of the Company Shares.
SIGNATURES
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.
SOFTWARE 2000, INC.
Date: January 21, 1997 By: /s/ Frederick J. Lizza
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Frederick J. Lizza
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
99.1 Press Release of the Company, dated
January 6, 1997.
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Contact:
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Michael J. Greeley Lisa Petrocchi
Software 2000 FitzGerald Communications Inc.
(508) 778-2000 (617) 494-9500
Internet: [email protected] Internet: [email protected]
SOFTWARE 2000 ACQUIRES TIME OPEN SYSTEMS, LTD; ACCELERATES ENTRY
INTO MICROSOFT WINDOW NT BUSINESS APPLICATIONS MARKET
Adds Financial Applications Suite for NT Operating Environment
HYANNIS, Mass., -- January 6, 1997 -- Software 2000, Inc. (NASDAQ: SFWR), a
leading developer of client/server business software, today announced that the
company has acquired Time Open Systems, Ltd., a client/server financial
management software development and sales firm based in the United Kingdom.
Founded in 1990, Time is a thirty person organization which has developed high
performance financial solutions for the Microsoft Windows NT environment. Time's
scaleable solutions have been successfully installed in some of the largest
private corporations and public sector organizations in the UK, including
several Financial Times 100 firms.
The acquisition of Time is effective immediately. Time will conduct business
under the Software 2000 name. The transaction will be accounted for as a
purchase. The total value of the transaction will amount to approximately $9
million USD in the form of Software 2000 shares and cash.
"Today's action is a major step in our strategic program to transform Software
2000 into a global leader in the applications software business," said Frederick
J. Lizza, President and CEO of Software 2000. "Time provides a complete suite of
financial applications to expand and complement our Windows NT Human Resource
Management product line which is currently under development. Time's experience
in developing systems for markets outside North America will support our
expanded international distribution initiatives.
"We are very pleased to add a truly competitive product with outstanding
technology for one of our strategic platforms just as they were beginning to
capture the attention of the market. Our size and financial strength positioned
us to seize this unique opportunity at this time."
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"We have developed outstanding technology that our customers love," said Gary
Richardson, Managing Director of Time. "These applications can compete with any
in the industry. The real issue for us was achieving the scale to get these
products into the hands of customers effectively. Software 2000 has the
financial strength, size and breadth of distribution coverage that will provide
the means for the products to reach their greatest potential."
PRODUCTS FIT SOFTWARE 2000'S STRATEGIC PLAN FOR FUNCTIONALITY AND TECHNOLOGY
The Time product line provides applications that functionally and
technologically match Software 2000's business and platform directions. Software
2000's stated corporate goal is to deliver best-of-breed enterprise applications
specifically designed for, optimized for, and native to the NT server platform
in parallel with our AS/400 application support product lines.
Functionally, Time's product's describe application business logic in the form
of rules and provide the ability for the business rules to be customized to a
particular customer's requirements without programming changes to the underlying
transaction processing code. This capability offers a unique competitive
advantage in the market, and Software 2000 will work toward incorporating that
concept and related technology in future applications.
Software 2000 anticipates that this capability addresses an unmet demand in the
market - the ability for enterprises to purchase, install and implement a robust
packaged business application and easily custom tailor portions of the business
logic of the application. The Time products bring the potential for developing
"mass customization" in enterprise business applications.
On the technology front, Time's direction is to specialize on NT servers for the
application server component of their applications, consistent with Software
2000's direction with the Microsoft Windows NT-based Human Resource product line
currently under development. Time's underlying technology consists of the use of
an object-oriented framework that facilitates reuse of code, efficiency and
consistency between application modules - completely consistent with Software
2000's development strategy.
PRODUCT RELEASE PLANS
Software 2000 will immediately accelerate the marketing of Time applications in
the UK and begin the process of introducing them on a worldwide basis. The Time
applications will be enhanced to meet various local statutory accounting
requirements prior to the introduction of the applications into the North
American markets and they will be interfaced with the NT-based Human Resources
product line under development at Software 2000. The company expects that the
Time products will be generally available in the North American markets in the
third quarter of calendar 1997, roughly the same time as the introduction of
Software 2000's Human Resources product for NT servers.
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Software 2000 offers a full range of client/server financial, human
resources/payroll, materials management and process manufacturing business
applications. Software 2000's products are designed to help companies thrive in
a rapidly changing business environment by delivering exceptional functionality
and a high-degree of flexibility. Software 2000 is committed to ensuring
customers' success through superior products, service Software 2000 offers a
full range of client/server financial, human resources/payroll, support and
training -- and as a result, the company enjoys a 90+% customer retention rate,
among the highest in the industry. Software 2000 has over 1,300 customers around
the world representing a variety of industries including healthcare,
hospitality, retail and process manufacturing. Founded in 1981, Software 2000
has 19 offices worldwide, with headquarters in Hyannis, Mass. Software 2000's
homepage can be found at www.s2k.com.
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