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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 19, 1998
PRISM SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 000-27774 77-0282704
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION)
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1000 Hamlin Court, Sunnyvale, California 94089
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code. (408) 752-1888
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
Ardent Software, Inc. Announces Acquisition Of Registrant
On November 19, 1998, Prism Solutions, Inc. ("PRISM") entered into an
Agreement and Plan of Merger and Reorganization (the "Agreement") with Ardent
Software, Inc. ("ARDENT") and Aquarius Acquisition Corp., a wholly owned
subsidiary of ARDENT ("SUB"). Pursuant to the terms of the Agreement, (a) SUB
will be merged with and into PRISM and PRISM will become a wholly owned
subsidiary of ARDENT, and (b) all outstanding shares, and options to acquire
shares, of PRISM's common stock will be exchanged for 0.13124 shares (or, in the
case of options to acquire shares of PRISM's common stock, for options to
purchase 0.13124 shares) of ARDENT's common stock. The Agreement and the related
transactions are also described in the press release attached hereto as Exhibit
99.1 and incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit No. Description
99.1 Press Release, dated November 19, 1998
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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.
PRISM SOLUTIONS, INC.
(Registrant)
Dated: December 3, 1998 By: /s/ Earl C. Charles
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Name: Earl C. Charles
Title: Chief Financial Officer and
Secretary
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INDEX TO EXHIBITS
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Exhibit No. Description
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99.1 Press Release dated November 19, 1998
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Exhibit 99.1
FOR IMMEDIATE RELEASE
ARDENT SOFTWARE TO ACQUIRE
PRISM SOLUTIONS
WESTBORO, MASS., NOVEMBER 19, 1998 Ardent Software, Inc. (Nasdaq: ARDT), a
global data management software company, today announced the signing of a
definitive agreement to acquire Prism Solutions, Inc. (Nasdaq: PRZM), a pioneer
and leading provider of tools and solutions to the data warehousing market. This
combination of forces creates a company with the industry's broadest data
migration and warehouse offerings, large and growing customer base, worldwide
presence and partners, and experienced global sales and consulting
organizations.
Prism Solutions shareholders will receive 0.13124 shares of Ardent Software
common stock for each share of Prism Solutions common stock. Based on Ardent's
closing price on November 18th, the total value of the transaction is
approximately $42 million. The transaction is intended to be accounted for as a
pooling of interests and is expected to close within 60 to 90 days. The
transaction is subject to approval by Prism Solutions shareholders and
satisfying other customary conditions.
"Ardent's strategy is focused on growth and leadership in the data management
market," said Peter Gyenes, chairman, president and CEO of Ardent Software. "We
strongly believe the critical mass of this combination and the excellent
product, customer and sales channel fit, creates an industry powerhouse in the
rapidly evolving data warehouse market segment."
"We're delighted to join forces with Ardent," said Warren Weiss, president and
CEO of Prism Solutions. "Ardent's track record of strong financial performance,
success at integrating acquisitions and strong product offerings is an
attractive match for Prism's strength in data migration technology, consulting
services and sales channels."
Following closing of the acquisition, Prism Solutions will be integrated into
Ardent's operations worldwide. The Company expects to immediately provide
interoperability between both companies' products, while developing a product
roadmap that will ultimately result in a single, data warehouse product family.
The combined company expects to record a one-time charge in the first quarter of
1999 of approximately $14 million and the transaction is expected to be
accretive to Ardent's earnings.
ABOUT PRISM SOLUTIONS, INC.
Founded in 1991, Prism Solutions, Inc. pioneered the data warehousing market to
help companies understand, manage and use business information effectively.
Today, Prism provides comprehensive solutions to deliver business intelligence
applications. Hundreds of customers worldwide use Prism's solutions to answer
high-impact business questions, then take specific action to improve
profitability, manage risk and exploit new revenue opportunities. Prism's
framework for delivering business intelligence applications is the most complete
in the industry today, including tools for data migration, warehousing and data
quality; application components; methodology; and consulting. Together, they
provide the technology, process and expertise necessary to enable successful
business results.
Prism delivers solutions to its customers on a global scale. In addition to its
corporate headquarters in Sunnyvale, California, Prism has regional offices in
nine U.S. cities and international offices in Australia, Canada, France,
Germany, Mexico, Netherlands, New Zealand, Singapore, Spain, Switzerland and
United Kingdom. More information about Prism may be found by visiting the
company's Web site at www.prismsolutions.com.
ABOUT ARDENT SOFTWARE
Ardent Software is a data management company with a range of software products,
including database systems and data warehouse development tools. Its products
include the O2 System(R), a high-performance object database management system;
DataStage(R), a data warehouse development tool; and UniVerse(R) and UniData(R),
extended
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relational database management systems for packaged business applications. With
worldwide sales and service operations, as well as 1,000 resellers in more than
50 countries, Ardent is one of the top software companies in the world. More
than 50,000 customers and over 2,000,000 users in virtually every aspect of
business and government use Ardent's products to overcome their most complex
data management problems. Additional information is available on Ardent's web
site at www.ardentsoftware.com.
Statements expressing the beliefs and expectations of management regarding
future performance are forward-looking and involve risks and uncertainties,
including, but not limited to, quarterly fluctuations in results and other
risks. These risks are detailed from time to time in the Company's Securities
and Exchange Commission filings, including Ardent Software, Inc. and Prism
Solutions, Inc. Form 10K's for the year ended December 31, 1997. Actual results
may differ materially from management's expectations.
COBOL Direct Connect, DataStage, O2 System, RedBack, System Builder, UniData
UniVerse and wIntegrate are registered trademarks of Ardent Software, Inc. Other
trademarks and registered trademarks are property of the respective trademark
holders.
Contact Info:
Investor Relations Contacts: Public Relations Contacts:
Ardent Software, Inc. Ardent Software, Inc.
Charles Kane, Pamela Warren,
Chief Financial Officer Director of Corp. Communications
(508) 366-3888 x3232 (508) 366-3888 x3714
Morgen-Walke Associates Miller Consulting Group
Lisa Livens Chas Kielt
(617) 747-3600 (617) 262-1800 x242
