<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
AMENDMENT NO. 1
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 30, 1998
PRISM SOLUTIONS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-27774 77-0282704
------------------------ -------------
(Commission File Number) (IRS Employer
Identification No.)
1000 HAMLIN COURT, SUNNYVALE, CALIFORNIA 94089
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(408) 752-1888
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
INFORMATION TO BE INCLUDED IN THE REPORT
----------------------------------------
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS.
On January 30, 1998, Prism Solutions, Inc., a Delaware
corporation ("Registrant" or "Prism"), acquired 100% of the outstanding equity
(the "Acquisition") of Customer Focus International, Inc., a California
corporation ("CFI") in exchange for 2,877,500 newly issued shares of Prism
Common Stock. CFI is a provider of customer relationship management solutions
for the financial services industry. The Acquisition was effected pursuant to
an Agreement and Plan of Reorganization dated as of January 26, 1998 (the
"Plan") among Prism, C Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Prism ("Newco"), and CFI. Under the Plan, Newco was
merged with and into CFI in a reverse triangular merger, with the result of CFI
becoming a wholly-owned subsidiary of Prism. The Acquisition is being
accounted for as a pooling of interests.
Pursuant to the terms of the Plan, Prism acquired 100% of the
outstanding shares of CFI by converting each share of CFI Common Stock into
0.2807317 shares of Prism Common Stock. 10% of the shares of Prism Common
Stock received by the previous holders of CFI Common Stock are being held in
escrow to secure certain indemnification obligations of such holders.
In connection with the Acquisition, Thuan D. Phan, the
President and Chief Executive Officer of CFI, has been appointed as a director
and Vice President, Vertical Solutions Strategic Business Unit. Mr. Phan and
Prism executed Employment and Noncompetition Agreements with respect to his
becoming an officer of Prism.
The assets of CFI were used in its software business and Prism
intends to continue to use them for this purpose.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The Financial Information required to be filed pursuant to Item 7(a)
of Form 8-K is included in this report beginning on page 4.
(b) Pro Forma Financial Information.
The Financial Information required to be filed pursuant to Item 7(b)
of Form 8-K is included in this report beginning on page 16.
2
<PAGE> 3
(c) Exhibits.
The following exhibits are filed herewith:
2.01 Agreement and Plan of Reorganization among Prism, CFI and Newco
dated as of January 26, 1998.*
2.02 Agreement of Merger of Newco with and into CFI effective as of
January 30, 1998.*
23.01 Consent of Independent Accountants.
99.01 Employment Agreement effective as of January 30, 1998 among
Prism, CFI and Thuan D. Phan.*
99.02 Noncompetition Agreement effective as of January 30, 1998 among
Prism, CFI and Thuan D. Phan.*
*Previously included with the Form 8-K filed February 12, 1998.
3
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Stockholders
Customer Focus International, Inc.
Orange, California
We have audited the accompanying balance sheet of Customer Focus International,
Inc. as of December 31, 1997, and the related statements of operations,
stockholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Customer Focus International,
Inc. as of December 31, 1997, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
Coopers & Lybrand L.L.P.
San Jose, California
February 12, 1998
4
<PAGE> 5
CUSTOMER FOCUS INTERNATIONAL, INC.
BALANCE SHEET
December 31, 1997
-----
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 28,695
Accounts receivable 2,616,475
Prepaid expenses and deposits 26,322
----------
Total current assets 2,671,492
Property and equipment, net 341,956
----------
Total assets $3,013,448
==========
LIABILITIES
Current liabilities:
Current portion of note payable to bank $ 66,612
Accounts payable 139,606
Accrued expenses 922,982
Deferred revenue 410,417
Capital lease obligations 3,795
Advances from related party 78,475
----------
Total current liabilities 1,621,887
Note payable to bank, less current portion 90,190
Capital lease obligations, less current portion 20,173
----------
Total liabilities 1,732,250
----------
Commitments (Note 6)
STOCKHOLDERS' EQUITY
Common stock, no par value
Authorized: 15,000,000 shares
10,250,000 shares issued and outstanding 102,500
Additional paid-in capital 125,000
Retained earnings 1,053,698
----------
Total stockholders' equity 1,281,198
----------
Total liabilities and stockholders' equity $3,013,448
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
CUSTOMER FOCUS INTERNATIONAL, INC.
STATEMENT OF OPERATIONS
for the year ended December 31, 1997
-----
<TABLE>
<S> <C>
Revenues:
License $ 1,147,149
Services and other 2,367,280
------------
Total revenues 3,514,429
------------
Cost of revenues:
License 120,222
Services and other 938,426
------------
Total cost of revenues 1,058,648
------------
Gross margin 2,455,781
------------
Cost and expenses:
Sales and marketing 670,283
Research and development 1,093,968
General and administrative 457,732
Litigation 185,000
------------
Total operating expenses 2,406,983
------------
Income from operations 48,798
Interest income, net 32,882
Other expense, net (32,307)
------------
Net income $ 49,373
============
Basic and diluted net income per share $ 0.00
============
Number of shares used in per share calculation 10,164,309
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
CUSTOMER FOCUS INTERNATIONAL, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
for the year ended December 31, 1997
-----
<TABLE>
<CAPTION>
Common Stock Additional
---------------------------- Paid-In Retained
Shares Amount Capital Earnings Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1996 10,000,000 $ 100,000 $1,004,325 $1,104,325
Issuance of Common Stock 250,000 2,500 $ 125,000 127,500
Net income 49,373 49,373
---------- ---------- ---------- ---------- ----------
Balance at December 31, 1997 10,250,000 $ 102,500 $ 125,000 $1,053,698 $1,281,198
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 8
CUSTOMER FOCUS INTERNATIONAL, INC.
STATEMENT OF CASH FLOWS
for the year ended December 31, 1997
-----
<TABLE>
<S> <C>
Cash flows from operating activities:
Net income $ 49,373
Compensation expense relating to issuance of common stock 125,000
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 55,525
Loss on disposal of property and equipment 31,507
Changes in operating assets and liabilities:
Accounts receivable (1,606,872)
Prepaid expenses and deposits 34,893
Accounts payable 133,994
Accrued expenses 917,892
Deferred revenue 410,417
-----------
Net cash provided by operating activities 151,729
-----------
Cash flows from investing activities:
Purchases of property and equipment (251,395)
-----------
Net cash used in investing activities (251,395)
-----------
Cash flows from financing activities:
Issuance of common stock 2,500
Advances to related party 36,199
Advances from related party 78,475
-----------
Net cash provided by financing activities 117,174
-----------
Net increase in cash and cash equivalents 17,508
Cash and cash equivalents at beginning of year 11,187
-----------
Cash and cash equivalents at end of year $ 28,695
===========
Supplemental cash flow information:
Cash paid for interest $ 9,900
Supplemental disclosure of noncash transactions:
Property and equipment acquired under capital leases $ 23,968
Property and equipment acquired through borrowings on line of credit $ 129,009
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE> 9
CUSTOMER FOCUS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
------
1. BUSINESS OF THE COMPANY:
Customer Focus International, Inc. (the "Company") was incorporated in the state
of California on July 3, 1990. The Company was reincorporated as a subchapter S
corporation on January 1, 1991. The Company designs, develops, markets and
supports data warehouse management software. The Company currently markets its
software products to a wide variety of businesses and other organizations in
North America, Europe, Asia Pacific and Australia. Substantially all of the
Company's licensing revenues to date have been attributable to licensing of the
Company's product and related services.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
USE OF ESTIMATES:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
CASH, CASH EQUIVALENTS AND SHORT TERM INVESTMENTS:
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents. Highly liquid
investments with an original or remaining maturity beyond three months are
classified as short-term investments.
CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS:
As of December 31, 1997, the Company had cash and cash equivalents totaling
$28,695, deposited in a major U.S. bank. Insurance for such a deposit by the
Federal Deposit Insurance Corporation is limited to $100,000 per account.
Through December 31, 1997, no material losses had been experienced on such
deposits.
The Company markets its software products directly and through a reseller, and
generally does not require collateral. The Company performs ongoing credit
evaluations of its customers. As of December 31, 1997, three affiliated
customers accounted for 80% of accounts receivable.
Continued
9
<PAGE> 10
CUSTOMER FOCUS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS, Continued
------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued:
Concentration of Credit Risk and Fair Value of Financial Instruments, continued:
For financial instruments consisting of cash and cash equivalents, accounts
receivable, other receivables, deposits, accounts payable, accrued liabilities
and deferred revenue included in the Company's financial statements, the
carrying amount is a reasonable estimate of fair value due to their short
maturities. Based on borrowing rates currently available to the Company for
loans with similar terms, the carrying value of the note payable to bank and
capital lease obligations approximates fair value.
PROPERTY AND EQUIPMENT:
Property and equipment is stated at cost and depreciated on a straight-line
basis over their estimated useful lives of seven years. Leasehold improvements
are amortized on a straight-line basis over their estimated useful lives or
their lease terms, whichever is less.
REVENUE RECOGNITION:
The Company's product revenues are derived from software licensing fees, and the
service revenues are derived from maintenance support services, consulting,
implementation and training. Product revenues are recognized upon shipment only
if no significant vendor obligations remain and collection of the resulting
receivables is deemed probable.
Service revenues from customer maintenance fees for ongoing customer support and
product updates are recognized ratably over the term of the service. Payments
for maintenance fees are generally made in advance and are generally
nonrefundable. Consulting, implementation and training revenues are recognized
as the related services are performed and collection of the resulting
receivables is deemed probable.
RESEARCH AND DEVELOPMENT:
Research and development expenditures are charged to operations as incurred.
Continued
10
<PAGE> 11
CUSTOMER FOCUS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS, Continued
------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued:
SOFTWARE DEVELOPMENT COSTS:
Software development costs have been expensed in accordance with Statement of
Financial Accounting Standards No. 86 ("SFAS 86"), "Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise Marketed." Under SFAS 86,
capitalization of software development costs begins upon the establishment of
technological feasibility. Such costs have been immaterial to date.
INCOME TAXES:
The Company is an S corporation for federal and state income tax purposes. As
such, income is taxable to the individual shareholder and no provision for
income taxes has been reflected in the accompanying financial statements.
BASIC AND DILUTED NET INCOME PER SHARE:
Basic and diluted income per share is computed in accordance with Statement of
Financial Accounting Standards No. 128 which was adopted by the Company for the
year ended December 31, 1997. There were no common stock equivalents at December
31, 1997. The net income per share is computed using the weighted average number
of common shares outstanding during the period.
RECENT PRONOUNCEMENTS:
During June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting Comprehensive
Income." This statement establishes requirements for disclosure of comprehensive
income and becomes effective for the Company for fiscal years beginning after
December 15, 1997, with reclassification of earlier financial statements for
comparative purposes. Comprehensive income generally represents all changes in
stockholders' equity except those resulting from investments or contributions by
stockholders. The Company is evaluating alternative formats for presenting this
information, but does not expect this pronouncement to materially impact the
Company's results of operations.
Continued
11
<PAGE> 12
CUSTOMER FOCUS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS, Continued
------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued:
RECENT PRONOUNCEMENTS, continued:
During October 1997, the American Institute of Certified Public Accountants
issued Statement of Position 97-2 ("SOP 97-2"), "Software Revenue Recognition."
This statement establishes requirements for revenue recognition for software
companies for fiscal years beginning after December 15, 1997. The Company is
currently evaluating the impact of SOP 97-2 and has not determined the result,
if any, on the Company's financial position, results of operations or cash
flows.
3. PROPERTY AND EQUIPMENT:
Property and equipment include assets acquired under capital leases of $185,852,
with related accumulated amortization of $35,104 at December 31, 1997.
<TABLE>
<CAPTION>
DECEMBER 31,
1997
---------
<S> <C>
Computers and equipment $ 293,814
Furniture and fixtures 214,234
---------
508,048
Less accumulated depreciation and amortization (166,092)
---------
$ 341,956
=========
</TABLE>
4. LINE OF CREDIT:
The Company has entered into a revolving line of credit agreement with a bank
for borrowings up to $200,000. The line of credit bears interest at the treasury
rate plus 3.5% (5.285% at December 31, 1997). Advances have been made from
November 1996 through August 1997 which mature from November 1998 to August
2000. At December 31, 1997, $156,802 was outstanding on the line of credit.
Continued
12
<PAGE> 13
CUSTOMER FOCUS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS, Continued
------
5. ACCRUED EXPENSES:
As of December 31, 1997, accrued expenses comprise:
<TABLE>
<S> <C>
Legal costs $285,000
Marketing costs 250,000
Bonuses 200,000
Contract costs 100,000
Other 87,982
--------
$922,982
========
</TABLE>
6. COMMITMENTS:
OPERATING LEASES:
The Company leases its facilities under noncancelable operating leases that
expire through February 2002 with renewal options at fair market value for
additional periods. The Company is generally responsible for maintenance,
property taxes, liability and personal property insurance and utilities relating
to its facility leases. Rent expense under the operating leases amounted to
approximately $60,000 in 1997. Future minimum payments to be made under
noncancelable operating leases are as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1998 $ 189,375
1999 196,950
2000 205,251
2001 212,823
Thereafter 392,460
-----------
$ 1,196,859
===========
</TABLE>
CAPITAL LEASES:
In December 1997, the Company acquired property and equipment under a capital
lease which requires the Company to pay monthly principal payments plus
interest, which accrues at 12% per year, through November 2002.
Continued
13
<PAGE> 14
6. COMMITMENTS, CONTINUED:
CAPITAL LEASES, continued:
At December 31, 1997, future minimum lease payments under the capital lease are
as follows:
FISCAL YEAR
1998 $ 6,495
1999 6,495
2000 6,495
2001 6,495
2002 5,954
--------
31,934
Less amount representing interest (7,966)
--------
23,968
Less current portion 3,795
--------
$ 20,173
========
7. RELATED PARTY TRANSACTIONS:
At December 31, 1997, the Company had advances due to a co-founder of $78,475.
No formal agreement had been signed by the Company and the co-founder
documenting the terms of the advance. The Company has included the advance from
the co-founder in current liabilities and has not accrued any interest relating
to the advance as of December 31, 1997. As of December 31, 1996, the Company had
received an advance from a shareholder of $36,199, which was subsequently repaid
in 1997.
8. STOCKHOLDERS' EQUITY:
The Company was reincorporated as a subchapter S corporation on January 1, 1991
and has one class of outstanding stock. The shares are designated to have no par
value. The Company has authorized 15,000,000 shares, of which 10,250,000 shares
were issued and outstanding at December 31, 1997.
Continued
14
<PAGE> 15
9. EMPLOYEE BENEFIT PLAN:
During 1996, the Company adopted a qualified profit sharing plan and trust under
Internal Revenue Service Code 401(k) (the "401(k) Plan"). The 401(k) Plan
provides for tax deferred salary deductions. Employees can elect to contribute
to the Plan a percentage of their salary subject to current statutory limits.
The Company may contribute a discretionary matching contribution to the 401(k)
Plan. For the year ended December 31, 1997, the Company contributed $47,320 to
the 401(k) Plan.
10. SEGMENT INFORMATION:
The Company operates in one industry segment. Two customers accounted for 65%
and 19%, respectively, of the Company's total revenues in 1997. The Company's
revenues are generally denominated in U.S. dollars and are summarized as follows
for the year ended December 31, 1997:
<TABLE>
<S> <C>
North America $ 834,954
International 2,470,364
Asia Pacific 209,111
-----------
$ 3,514,429
===========
</TABLE>
11. SUBSEQUENT EVENTS:
On January 28, 1998, the Company was acquired by Prism Solutions, Inc.
("Prism"), a California based software application company for approximately
2,800,000 shares of Prism common stock. The transaction was completed in the
first quarter of fiscal 1998 and was accounted for as a pooling of interests.
Subsequent to year end, the Company settled a lawsuit with a former employee
that was filed in 1997 for $185,000. The $185,000 has been accrued at December
31, 1997.
15
<PAGE> 16
PRISM SOLUTIONS, INC. (PRISM)
AND
CUSTOMER FOCUS INTERNATIONAL, INC.
PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The following pro forma financial statements give effect to the acquisition of
outstanding stock of Customer Focus International, Inc. (CFI) by Prism
Solutions, Inc. (Prism) as if it had taken place as of the beginning of the year
presented for purposes of the statement of operations, and as of December 31,
1997 for purposes of the balance sheet. Since Prism intends to account for the
acquisition of CFI as a pooling of interests, amounts presented are limited to
the combination of the historical financial statements of Prism and CFI. The pro
forma combined information is not necessarily indicative of future operations or
the actual results that would have occurred had the acquisition been consummated
at the beginning of the year presented. The pro forma combined information and
related adjustments are based upon available information. The pro form combined
condensed financial statements should be read in conjunction with the Prism's
and CFI's historical financial statements and notes thereto incorporated by
reference or contained elsewhere herein.
16
<PAGE> 17
PRISM SOLUTIONS, INC. (PRISM)
AND
CUSTOMER FOCUS INTERNATIONAL, INC. (CFI)
PRO FORMA COMBINED CONDENSED BALANCE SHEET
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRISM CFI TOTAL
------- ------- ------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,900 $ 29 $ 5,929
Short-term investments 15,355 15,355
Accounts receivable, net 11,089 2,616 13,705
Other receivables 650 650
Prepaid expenses and other current assets 879 26 905
------- ------ -------
Total current assets 33,873 2,671 36,544
------- ------ -------
Property and equipment, net 2,911 342 3,253
Other assets 2,166 2,166
------- ------ -------
Total assets $38,950 $3,013 $41,963
======= ====== =======
LIABILITIES
Current liabilities:
Current portion of note payable to bank $ 67 $ 67
Current portion of long-term debt $ 38 4 42
Accounts payable 2,528 140 2,668
Accrued payroll and related 2,135 200 2,335
Accrued commissions 1,169 1,169
Advances from related party 78 78
Deferred revenue 4,811 410 5,221
Other accrued liabilities 2,010 723 2,733
------- ------ -------
Total current liabilities 12,691 1,622 14,313
------- ------ -------
Note payable to bank, less current portion 90 90
Long-term debt, less current portion 138 20 158
------- ------ -------
Total liabilities 12,829 1,732 14,561
------- ------ -------
STOCKHOLDERS' EQUITY
Common stock 15 103 18
Additional paid-in-capital 55,655 125 55,880
Receivables from stockholders (90) (90)
Unrealized holding losses (29) (29)
Retained earnings (accumulated deficit) (29,430) 1,053 (28,377)
------- ------ -------
Total stockholders' equity 26,121 1,281 27,402
------- ------ -------
Total liabilities and
stockholders' equity $38,950 $3,013 $41,963
======= ====== =======
</TABLE>
17
<PAGE> 18
PRISM SOLUTIONS, INC. (PRISM)
AND
CUSTOMER FOCUS INTERNATIONAL, INC. (CFI)
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
PRISM CFI TOTAL
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
License $ 22,676 $ 1,147 $ 23,823
Services and other 20,757 2,367 23,124
---------- ---------- ----------
Total revenues 43,433 3,514 46,947
---------- ---------- ----------
Cost of revenues:
License 1,240 120 1,360
Services and other 13,470 939 14,409
---------- ---------- ----------
Total cost of revenues 14,710 1,059 15,769
---------- ---------- ----------
Gross margin 28,723 2,455 31,178
---------- ---------- ----------
Costs and expenses:
Sales and marketing 23,316 670 23,986
Research and development 9,086 1,094 10,180
General and administrative 5,296 643 5,939
Purchased-in-process technology 8,558 8,558
---------- ---------- ----------
Total operating expenses 46,256 2,407 48,663
---------- ---------- ----------
Income (loss) from operations (17,533) 48 (17,485)
Interest income, net 1,648 33 1,681
Other expense, net (176) (32) (208)
---------- ---------- ----------
Income (loss) before income taxes (16,061) 49 (16,012)
Provision for income taxes 91 91
---------- ---------- ----------
Net income (loss) $ (16,152) $ 49 $ (16,103)
========== ========== ==========
Basic and diluted income (loss) per share $ (1.16) $ 0.00 $ (0.97)
========== ========== ==========
Shares used in the per share calculation 13,868,960 10,164,309 18,645,572
</TABLE>
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment to report to be signed on its
behalf by the undersigned hereunto duly authorized.
PRISM SOLUTIONS, INC.
Date: April 1, 1998 By /s/ Earl Charles
--------------------------------
Earl Charles
Chief Financial Officer
19
<PAGE> 20
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------- ----------------------
2.01 Agreement and Plan of Reorganization among Prism, CFI and Newco
dated as of January 26, 1998.*
2.02 Agreement of Merger of Newco with and into CFI effective as of
January 30, 1998.*
23.01 Consent of Independent Accountants
99.01 Employment Agreement effective as of January 30, 1998 among Prism,
CFI and Thuan D. Phan.*
99.02 Noncompetition Agreement effective as of January 30, 1998 among
Prism, CFI and Thuan D. Phan.*
* Previously included with the Form 8-K filed February 12, 1998
20
<PAGE> 1
Exhibit 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 (File Nos. 33-02380 and 333-3361) of our report dated February 12,
1998, on our audit of the financial statements of Customer Focus International,
Inc. as of December 31, 1997 and for the year then ended, which report is
included in this Form 8-K.
COOPERS & LYBRAND L.L.P.
San Jose, California
April 1, 1998
