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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Wiztec Solutions Ltd.
(Name of Issuer)
Ordinary Shares
New Israeli Shekel 1 Par Value
(Title of Class of Securities)
M98105-105
(CUSIP Number)
William D. Baskett III
General Counsel and Secretary
Convergys Corporation
201 East Fourth Street
Cincinnati, Ohio 45202
513-723-2444
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 2, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check
the following box [ ].
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SCHEDULE 13D
CUSIP No. ............................................................M98105-105
- --------------------------------------------------------------------------------
1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(Entities Only)
Convergys Corporation
I.R.S. ID No. 31-1598292
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2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Ohio
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7. Sole Voting Power
4,750,200
Number of Shares
Beneficially Owned 8. Shared Voting Power
by Each 0
Reporting
Person with 9. Sole Dispositive Power
4,750,200
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
4,750,200
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13. Percent of Class Represented by Amount in Row (11)
70.0%
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14. Type of Reporting Person
HC
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SCHEDULE 13D
CUSIP No. .......................................................... M98105-105
- --------------------------------------------------------------------------------
1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(Entities Only)
Convergys Information Management Group Inc.
I.R.S. ID. No. 31-1069790
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2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
AF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Ohio
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7. Sole Voting Power
4,750,200
Number of Shares
Beneficially Owned 8. Shared Voting Power
by Each 0
Reporting
Person with 9. Sole Dispositive Power
4,750,200
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
4,750,200
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
70.0%
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14. Type of Reporting Person
CO
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3
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This Amendment No. 1 to Schedule 13D is filed by Convergys Corporation
("Convergys") and Convergys Information Management Group Inc. ("Convergys IMG")
to amend and update the Schedule 13D dated February 26, 1999, to reflect the
closing of the transaction described therein on March 2, 1999 (the "Closing").
All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Schedule 13D dated February 26, 1999. Except as
specifically provided herein, this Amendment No. 1 does not modify any of the
information set forth in the Schedule 13D dated February 26, 1999.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by Convergys IMG to purchase the
shares acquired pursuant to the Stock Purchase Agreement, dated as of August 19,
1997, among Convergys IMG, Wiztec and certain shareholders of Wiztec (the "First
Purchase Agreement") was $11,000,000. Convergys IMG obtained all such funds from
its parent corporation at the time, Cincinnati Bell Inc. Cincinnati Bell Inc.
advanced such funds to Convergys IMG from its working capital. The total amount
of funds required by Convergys IMG to purchase the shares acquired pursuant to
the Agreement, dated as of February 16, 1999, among Convergys IMG, certain
shareholders of Wiztec and Formula Systems (1985) Ltd. (the "Second Purchase
Agreement") was $52,615,550. Convergys IMG obtained all such funds from its
parent corporation, Convergys. Convergys advanced such funds to Convergys IMG
from its working capital.
Item 4. Purpose of Transaction
In August 1997, Convergys IMG entered into a strategic relationship
with Wiztec for the purpose of adding billing capabilities for Convergys IMG in
the global and direct broadcast satellite marketplaces. The strategic
relationship between Convergys IMG and Wiztec includes marketing and development
agreements. Convergys IMG and Wiztec entered a Marketing and Licensing
Agreement, dated as of August 19, 1997, pursuant to which Wiztec granted
Convergys IMG a non-exclusive right to use, license and market Wiztec's
proprietary software, which provides comprehensive subscriber management systems
to multi-channel subscription television system operators. Convergys IMG and
Wiztec also entered into a Joint Development Agreement, dated as of August 19,
1997, under which Convergys IMG and Wiztec committed to cooperate and use their
funds, knowledge and personnel to jointly develop a "next generation" customer
care and billing system for North American and international markets.
In addition, pursuant to the First Purchase Agreement, Convergys IMG
purchased 1,300,000 Ordinary Shares of Wiztec for the aggregate purchase price
of $11,000,000 and was granted an option (the "Option"), exercisable until
October 1999, to purchase that number of Ordinary Shares, which would result in
Convergys IMG owning 51% of Wiztec's Ordinary Shares. If Convergys IMG had
exercised the Option, certain Wiztec shareholders would have been subject to a
call option (the "Call Option") exercisable by Convergys IMG, pursuant to which
such shareholders would have been required to sell all of their remaining
Ordinary Shares of Wiztec to Convergys IMG. In addition, such shareholders would
have had a put option (the "Put Option"), enabling such shareholders to sell all
of their remaining Ordinary Shares of Wiztec to Convergys IMG. If
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Convergys IMG would have purchased all of the Ordinary Shares pursuant to the
Purchase Agreement, including the Option and either the Put Option or the Call
Option, it would own approximately 70% of Wiztec's issued and outstanding
Ordinary Shares.
On February 16, 1999, to replace the above-described options, the
parties entered into the Second Purchase Agreement, pursuant to which Convergys
purchased from certain Wiztec shareholders and Formula Systems (1985) Ltd.
3,450,200 Ordinary Shares of Wiztec, at $15.25 per share, for an aggregate
purchase price of $52,615,550. This transaction closed on March 2, 1999.
Convergys IMG's purpose for purchasing the securities of Wiztec was to acquire a
majority ownership interest in Wiztec. At the Closing, three members of the
Board of Directors of Wiztec (Dan Goldstein, Gad Goldstein and Shai Beilis)
resigned and were replaced by Roy T. Heggland, Senior Vice President and General
Counsel of Convergys IMG, Brian C. Henry, Chief Operating Officer of Convergys
IMG and Steven G. Rolls, Chief Financial Officer of Convergys. With the
appointment of these three directors and Tom Smaldone, President of the Cable
and Broadband Solutions Group of Convergys IMG continuing as a director,
Convergys IMG appointees constitute a majority of the directors of Wiztec. In
addition, in the future, Convergys IMG or its affiliates may acquire additional
Ordinary Shares of Wiztec though open market purchases or other means.
Item 5. Interest in Securities of the Issuer.
(a) Convergys and Convergys IMG beneficially own a total of 4,750,200
Ordinary Shares of Wiztec, which represents 70.0% of the Ordinary Shares of
Wiztec outstanding as of February 16, 1999.
(b) Convergys IMG directly has and Convergys indirectly has sole power to
vote and direct the disposition of 4,750,200 Ordinary Shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
(1) Filing Agreement, dated March 9, 1999.
(2) *Stock Purchase Agreement, dated August 19, 1997.
(3) *Agreement, dated February 16, 1999.
(4) *Commitment to File Schedules and Exhibits.
* previously filed with Schedule 13D dated February 26, 1999
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct. In executing this Statement, the undersigned agree,
to the extent required by Rule 13d-1(f), that this Statement is being filed on
behalf of each of the reporting persons herein.
Dated: March 10, 1999
Convergys Corporation
By: /s/ William D. Baskett III
--------------------------
Name: William D. Baskett III
Title: General Counsel and Secretary
Convergys Information Management Group Inc.
By: /s/ Roy T. Heggland
--------------------------
Name: Roy T. Heggland
Title: Senior Vice President and General Counsel
EXHIBIT INDEX
No. Description
- --- -----------
(1) Filing Agreement, dated March 9, 1999.
(2) *Stock Purchase Agreement, dated August 19, 1997.
(3) *Agreement, dated February 16, 1999.
(4) *Commitment to File Schedules and Exhibits.
* previously filed with Schedule 13D dated February 26, 1999
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EXHIBIT 1
Filing Agreement dated March 9, 1999
Re: Joint Filing of Schedule 13D and all amendments
The undersigned hereby agree that:
(i) each of them is individually eligible to use the Schedule 13D
attached hereto;
(ii) the attached Schedule 13D, including any and all amendments
thereto, is filed on behalf of each of them; and
(iii) each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information therein concerning itself; but none of them is responsible
for the completeness and accuracy of the information concerning the other
persons making the filing, unless it knows or has reason to believe that such
information is inaccurate.
Convergys Corporation
By: /s/ William D. Baskett III
--------------------------
Name: William D. Baskett III
Title: General Counsel and Secretary
Convergys Information Management Group Inc.
By: /s/ Roy T. Heggland
--------------------------
Name: Roy T. Heggland
Title: Senior Vice President and General Counsel
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