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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: September 13, 1999
Alysis Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 00021539 94-3161772
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
1900 Powell Street, Suite 600
Emeryville, California 94608
(Address of principal executive offices)
(510) 450-7000
(Registrant's telephone number, including area code)
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Item 5. Other Events
On September 14, 1999 at the close of business, Alysis Technologies, Inc.,
a wholly owned subsidiary of IA Corporation I (the "Registrant"), was
merged with and into the Registrant pursuant to a Certificate of Ownership
and Merger dated September 13, 1999. Pursuant to the Merger, the Registrant
changed its corporate name to Alysis Technologies, Inc.
Item 7. Financial Statements and Exhibits
(a) Exhibits
2.1 Certificate of Ownership and Merger dated September 13, 1999,
merging Alysis Technologies, Inc. with and into IA Corporation I.
20.1 Press Release, dated September 16, 1999, announcing the change of
IA Corporation I's name to Alysis Technologies, Inc.
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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.
Name
Dated: September 24, 1999 By: /s/ Leslie J. Alvarez
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Leslie J. Alvarez
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
2.2 Certificate of Ownership and Merger dated September 13, 1999, merging
Alysis Technologies, Inc. with and into IA Corporation I.
20.1 Press Release, dated September 16, 1999, announcing the change of IA
Corporation I's name to Alysis Technologies, Inc.
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EXHIBIT 2.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
ALYSIS TECHNOLOGIES, INC.
WITH AND INTO
IA CORPORATION I
(Pursuant to Section 253 of the General Corporation Law of Delaware)
IA CORPORATION I, a Delaware corporation (the "Corporation"), does hereby
certify:
FIRST: That the Corporation is incorporated pursuant to the General Corporation
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Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares of the capital
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stock of ALYSIS TECHNOLOGIES, INC., a Delaware corporation ("Merger Sub").
THIRD: That the Corporation, by the following resolutions of its Board of
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Directors, duly adopted on the 13th day of September, 1999, determined to merge
Merger Sub with and into the Corporation on the conditions set forth in such
resolutions:
RESOLVED, that the Corporation merge Merger Sub with and into the Corporation
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and assume all of said subsidiary's liabilities and obligations, effective
September 15, 1999; and be it further
RESOLVED, that upon the effective date of the merger, the name of the
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Corporation shall be changed to "Alysis Technologies, Inc."; and be it further
RESOLVED, that the President or Chief Financial Officer, and the Secretary or
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any Assistant Secretary, of the Corporation be, and they hereby are directed to
make, execute and acknowledge a Certificate of Ownership and Merger setting
forth a copy of the resolutions to merge said Merger Sub with and into the
Corporation, to change the Corporation's name to Alysis Technologies, Inc. and
to assume Merger Sub's liabilities and obligations and to file the same in the
Office of the Secretary of State of Delaware and a certified copy thereof in the
Office of the Recorder of Deeds of New Castle County; and be it further
RESOLVED, that the officers of the Corporation be, and they hereby are,
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severally and not jointly, authorized and directed to provide all notices,
execute all documents, make all filings and take all actions as any of them may
deem to be necessary or appropriate in connection with the carrying out of the
purposes of the foregoing resolutions.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed
by its authorized officers this 13th day of September, 1999.
IA CORPORATION I
By: /s/ Kevin D. Moran
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Kevin D. Moran
President and Chief Executive Officer
ATTEST:
By: /s/ Geraldine McGrath
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Geraldine McGrath
Vice President
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EXHIBIT 20.1
Press Announcement
Carter Israel Contact: Alysis Contact
DAVID GRANDEY LISA DONNELLY
(408) 998-5433 (510) 450 6878
IA CORPORATION ADOPTS NEW NAME AND IDENTITY:
ALYSIS TECHNOLOGIES
EMERYVILLE, Calif., September 16, 1999 -- IA Corporation (Nasdaq: IACPC), a
provider of information commerce software for the Internet, announced today that
it has formally changed its name to Alysis Technologies, Inc.
"Our decision to acquire @Work Technologies, thus extending our product line and
Internet capabilities, drove the creation of a new corporate identity," said
Kevin Moran, Alysis Technologies CEO and President. "The Internet has played a
pivotal role in our success in providing organizations with the access and
delivery of information and it is imperative that our identity reflect that
success."
Alysis Technologies is a pioneer in imaging technologies that enable companies
to capture electronic images of paper documents, thus making their content
readily accessible. The evolution of the Internet was a natural segue for
Alysis Technologies, as it became yet another channel for access to information.
"Given our push to further penetrate the information commerce market, a new
identity was appropriate," Moran continued.
Alysis Technologies' information commerce software makes it possible for a
corporation's data to be selected and extracted from multiple unstructured and
structured data streams and seamlessly merged, processed, mined for one-to-one
marketing, and delivered.
Products such as Alysis Technologies' CyberStatement(TM) go beyond digital
duplication of the printed statement. Its flexible database allows companies to
capture various structured and unstructured data and make the data Web-enabled.
Additionally, CyberStatement(TM) contains advanced intelligence functions for
document and data mining, one-to-one marketing and business intelligence.
Information commerce is key to corporations that desire to better serve the
needs of customer's who are pressed for time and overloaded with information.
"We are excited with the Alysis Technologies business direction that combines
the Internet, Business Intelligence and real-time delivery of information.
Alysis' technology allows businesses to better serve and market to their
customers," said Stewart Gross, Managing Director of Warburg Pincus.
"Organizations that embrace this technology will be well positioned to reap the
benefits that superior understanding of the customer can bring."
"'Alysis'" finds its roots in analysis, a critical part of Information commerce.
'Technologies' is deliberately included as it defines our market space and puts
our strength front and center," said Charles Carrico, Marketing Director of
Alysis Technologies. "We believe this name will sustain us in the years ahead."
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This announcement comes on the same day as the announcement of Alysis
Technologies' acquisition of @Work Technologies. These events mark Alysis'
efforts to be a leader in information technology. Alysis will continue trading
under the symbol IACPC.
About Alysis Technologies
Alysis Technologies, headquartered in Emeryville, Calif., develops and delivers
software products that allow leading edge financial services organizations to
integrate the power of the Internet with their network document repositories to
provide the ultimate in customer service, one-to-one marketing, and business
intelligence. Its client base includes 20% of the largest banks in the United
States, the largest mutual fund organizations, leading global brokerage firms
and many of the world's largest information technology outsourcing companies.
This press release contains forward looking statements, including but not
limited to statements regarding the Company's business direction, penetration of
the information commerce market, products and their anticipated customer usage,
features and benefits. Actual results may vary from anticipated results and
such differences may be material, based on a number of factors, including the
Company's ability to further penetrate the information commerce market, customer
acceptance of and market demand for the Company's products, the ability of
the Company's products and @Work acquisition to achieve anticipated benefits,
the ability of the Company to integrate the operations of the two companies and
retain key @Work employees as well as other risk factors as described in for
IA's Form 10-K for the year ended December 31, 1998, and the Company's 10-Q for
the quarter ended March 30, 1999 and Company's 10-Q for the quarter ended June
30, 1999.
