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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2000
ASPECT DEVELOPMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-20749 25-1622857
(Commission File No.) (IRS Employer Identification No.)
1395 Charleston Road
Mountain View, CA 94043
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 428-2700
______________
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Item 5. Other Events
This Current Report on Form 8-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The forward-
looking statements contained herein involve risks and uncertainties, including
those relating to the possible inability to complete the merger transaction
involving Aspect Development, Inc., a Delaware corporation ("Aspect"), and i2
Technologies, Inc., a Delaware corporation ("i2"), as scheduled, or at all, and
those associated with the ability of the combined company to achieve the
anticipated benefits of the merger. Actual results and developments may differ
materially from those described or incorporated by reference in this Report. For
more information about Aspect and risks arising when investing in Aspect,
investors are directed to Aspect's most recent report on Form 10-K as filed with
the Securities and Exchange Commission.
On March 13, 2000, Aspect announced that it entered into a definitive
merger agreement with i2. The definitive merger agreement contemplates that,
subject to the satisfaction of certain conditions contained therein, including
the approval of the merger referred to therein by the stockholders of Aspect and
i2 and the expiration or early termination of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, i2 would acquire
Aspect in a stock-for-stock transaction. Upon consummation of the merger, i2
will issue or reserve for issuance approximately 44.9 million shares of its
common stock for all of the outstanding equity securities of Aspect.
Aspect's press release, dated March 13, 2000, entitled "i2, Aspect
Development Announce Largest Merger in History of Software Industry" is attached
hereto as Exhibit 99.1.
In connection with the execution of the merger agreement, Aspect amended
its stockholders' rights plan to provide, among other things, that no person or
entity would be considered to be an "acquiring person" thereunder by reason of
any transaction contemplated by the merger agreement. Aspect's amended rights
agreement, dated March 12, 2000, entitled is attached hereto as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit
Number Description
------ -----------
99.1 Press Release dated March 13, 2000.
99.2 Amendment to Rights Agreement Between Aspect Development,
Inc. and U.S. Stock Transfer Corporation, dated March 12,
2000.
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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.
ASPECT DEVELOPMENT, INC.
Dated: March 16, 2000 By: /s/ DAVID S. DURY
---------------------
David S. Dury
Vice President and Chief Financial Officer
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EXHIBIT 99.1
SOURCE: Aspect Development, Inc.
Monday March 13, 6:50 am Eastern Time
Joint Press Release
SOURCE: Aspect Development, Inc.
i2, Aspect Development Announce Largest Merger in History of Software Industry
$9.3 Billion Stock Transaction Creates B2B Marketplace Powerhouse
DALLAS, Texas and MOUNTAIN VIEW, Calif., March 13 /PRNewswire/ -- i2
Technologies, Inc. (Nasdaq: ITWO -news), the leading provider of intelligent
eBusiness solutions, and Aspect Development, Inc. (Nasdaq: ASDV - news), the
global leader in collaborative solutions for business-to-business (B2B)
marketplaces, today announced a definitive agreement to merge. The $9.3 billion
stock-for-stock deal is the largest in the history of the software industry. It
combines the strengths of two companies with proven track records to expand the
TradeMatrix(TM) B2B marketplace solution and rapidly deliver best-of-breed
eCommerce content, product design collaboration and direct procurement.
The company estimates that the combined revenues of i2 and Aspect in 2000 will
make it the largest provider of software and content for B2B. With 4,000
employees and a research and development budget of nearly $1 million per
business day, the combined company has by far the largest base of technology and
expertise to meet customers' needs and expectations.
Under the agreement, i2 will acquire all of the outstanding stock and stock
options of Aspect. Each outstanding share of Aspect will be exchanged at a ratio
of .55 share of i2 common stock for each share of Aspect stock, taking into
account Aspect's 2 for 1 stock split that became effective today. The exchange
ratio represents a 35 percent premium to Aspect's closing stock price on March
10, 2000. Aspect shareholders will own approximately 18 percent of the combined
company. For the transaction, i2 will issue or reserve for issuance
approximately 44.9 million shares of i2 common stock. Based upon i2's closing
price on March 10, the total value of the transaction is approximately $9.3
billion, taking into account all outstanding stock and stock options of Aspect.
At closing, Aspect will become a subsidiary of i2 with Romesh Wadhwani, Aspect
chairman and CEO, becoming vice chairman of i2 and a member of i2's Board of
Directors.
"The merger will create a B2B marketplace powerhouse with unmatched solution
breadth and depth of functionality, unparalleled content, and a laser-focus on
value creation," said Sanjiv Sidhu, chairman and CEO, i2. "Already, the two
companies have delivered $10 billion in value to customers."
In addition, i2 entered into a definitive agreement to acquire Supplybase Inc.,
a leading provider of solutions for web-based product design and sourcing of
custom parts and assemblies. Supplybase delivers content about more than 100,000
suppliers. Under the agreement, i2 will issue or reserve for issuance
approximately 1.8 million shares of i2 common stock, valued at approximately
$380 million, for all of the outstanding stock and stock options of Supplybase.
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The transactions are expected to be neutral to 2000 cash earnings and accretive
to 2001 cash earnings.
Merger Builds on Common Vision and Extends TradeMatrix Solution
i2, Aspect and Supplybase share a common vision for the next generation of
eMarketplaces. TradeMatrix provides a complete solution for marketplaces that
spans all of the important B2B processes, from product design, to procurement,
planning, fulfillment, delivery, and customer care. As a result of the merger
the expanded solution will enable intelligent commerce in direct materials used
in making products as well as equipment and supplies used to keep plants
running. The increased functionality, from design collaboration to strategic
sourcing for direct materials will help trading partners reduce their
inefficiencies by leveraging combined spend, collaborating in product
development and eliminating excess inventory.
"These deals advance i2's aggressive strategy to accelerate the development of
solutions that will continually increase value to TradeMatrix users from concept
to customer," said Sanjiv Sidhu, i2 chairman and CEO. "The integration of these
three best-of-breed companies will multiply the value of eProcurement." "Our
combined company has the most complete vision for the eMarketplaces," said
Romesh Wadhwani, Aspect chairman and CEO. "We have the scale that global trading
partners need and the best B2B technology platform available today."
Aspect is the established market leader for design collaboration, direct
procurement and content, enabling companies to effectively manage the mission-
critical parts and supplies used in design and operations, which represents
approximately 75 percent of the procurement spend. Aspect's eCommerce content
provides information on more than 17 million standard products and supplies used
in business today which is collected and maintained in an easy-to-search
database and has effectively become the `fuel' for e-Commerce. This rich content
solution enables companies to quickly find the right materials and supplies, at
the right price and time, to run their businesses effectively.
"Customers are the big winners in this merger," said Dennis Stradford, CEO,
Supplybase. "We think customers will want to make our platform their standard
for B2B."
Customers of the combined company represent 400 of the world's largest
manufacturers and $4 trillion in planned purchases in such industries as high-
tech, automotive and industrial equipment, aerospace and defense, chemical,
consumer goods and retail, electronics and utilities.
Together the companies will:
-- Help companies reduce their spending on direct components
used in products and indirect materials and supplies.
-- Enable companies to increase revenues through faster
development of new products by enhancing collaboration
inside the enterprise and with trading partners.
-- Allow customers to rapidly search for and compare parts and
components from the world's largest repository of 17 million
products and more that 100,000 suppliers, promoting
part/design re-use and allowing manufacturers to consolidate
suppliers.
-- Help businesses work more intelligently with their partners,
suppliers, service suppliers and customers to conduct
business together in real time, and to make more profitable
decisions by effectively managing all their business
processes including procurement, fulfillment, product
development, and customer care.
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-- Expand their sales force and direct channel.
-- Accelerate innovation in B2B and business-to-consumer (B2C)
eCommerce development.
The merger with Aspect will be accounted for as a purchase transaction and is
expected to be tax-free to Aspect's shareholders. The agreement has been
unanimously approved by both companies' Boards of Directors and is subject to
approval by both i2 and Aspect shareholders. Certain of the officers and
directors of both companies have agreed to vote their shares in favor of the
transaction. The closing of the transaction is subject to customary conditions,
including obtaining necessary regulatory approvals.
The acquisition of Supplybase will be accounted for as a purchase transaction
and is expected to be tax-free to Supplybase's shareholders. The agreement is
subject to approval by Supplybase's shareholders; however, certain of
Supplybase's officers and directors have agreed to vote their shares in favor of
the transaction. The closing of the transaction is subject to customary
conditions.
The transactions will result in substantial one-time charges along with ongoing
substantial amortization of intangibles.
About i2
i2 is the leading global provider of intelligent eBusiness solutions. Founded in
1988, i2's vision is to add $50 billion of value for its customers by the year
2005. i2 is headquartered in Dallas, has approximately 3,000 employees and
maintains offices worldwide. For additional information, visit i2 at www.i2.com.
TradeMatrix is a comprehensive electronic business solution that enables
companies to deploy business-to-business and business-to-consumer portals.
TradeMatrix offers the broadest spectrum of solutions and hosted services
available including procurement, commerce, fulfillment, customer care, retail,
planning and product development enabling customers, partners, suppliers and
service providers to conduct business in real-time.
TradeMatrix services and marketplaces are powered by i2's advanced optimization
and execution capabilities for improved decision-making.
NOTE: i2 is a registered trademark of i2 Technologies, Inc. TradeMatrix is a
service mark of i2 Technologies, Inc.
About Aspect Development
Aspect, headquartered in Mountain View, CA, is the leading global provider of
collaborative solutions for business-to-business B2B eCommerce and inbound
supply for the enterprise and its trading partners. Aspect solutions provide
decision support and content for procurement, product development, operations,
eCommerce, and marketplaces. Aspect delivers the largest value proposition of
any B2B eCommerce solution by reducing production and non-production/MRO spend
and increasing revenue and market share by accelerating new product
introduction. More than 180 of the world's largest companies, with combined
annual revenue of $1 trillion and $500 billion in annual inbound supply spend,
are all customers of Aspect. For further information on Aspect, visit at
www.aspectdv.com.
About Supplybase
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Supplybase, headquartered in San Francisco, CA, is the leader in providing web-
based solutions that integrate products, content, and services to optimize the
development and sourcing of customer parts and assemblies. Supplybase customers
include high-tech manufacturers of computer systems and peripherals,
electronics, medical devices, and telecommunications systems. For more
information, visit http://www.supplybase.com.
Additional Information and Where to find It
i2 Technologies plans to file a Registration Statement on SEC Form S-4 in
connection with the merger, and i2 and Aspect expect to mail a Joint Proxy
Statement/Prospectus to stockholders of i2 and Aspect containing information
about the merger. Investors and security holders are urged to read the
Registration Statement and the Joint Proxy Statement/Prospectus carefully when
they are available. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about i2, Aspect, the
merger and related matters. Investors and security holders will be able to
obtain free copies of these documents through the website maintained by the U.S.
Securities and Exchange Commission at http//www.sec.gov. Free copies of the
Joint Proxy Statement/Prospectus and these other documents may also be obtained
from Aspect by directing a request through the Investors Relations portion of
Aspect's website at http//www.aspectdv.com or by mail to Aspect Development,
Inc., 1395 Charleston Rd., Mountain View, CA 94043, attention: Investor
Relations, telephone: 650-428-2700.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, i2 and Aspect file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
filed by i2 or Aspect at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at any of the Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. i2's and Aspect's filings with the Commission are also available to the
public form commercial document-retrieval services and at the Web site
maintained by the Commission at http://www.sec.gov.
Aspect, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Aspect stockholders in
favor of the adoption of the merger agreement. A description of any interests
that Aspect's directors and executive officers have in the merger will be
available in the Joint Proxy Statement/Prospectus.
Cautionary Language:
This news release contains forward-looking statements that involve risks and
uncertainties that could cause actual results or outcomes to differ materially
from those contemplated by the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, risks
relating to the consummation of the contemplated merger, including the risk that
required regulatory clearances or stockholder approval might not be obtained in
a timely manner or at all. In addition, statements in this press release
relating to the expected benefits of the contemplated mergers are subject to
risks relating to the timing and successful completion of technology and product
development efforts, integration of the technologies and businesses of i2,
Aspect and Supplybase, unanticipated expenditures, changing relationships with
customers, suppliers and strategic partners and other factors described in the
most recent Form 10-Q, most recent Form 10-K and other periodic reports filed by
i2 and Aspect, with the Securities and Exchange Commission.
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EXHIBIT 99.2
AMENDMENT TO RIGHTS AGREEMENT
BETWEEN ASPECT DEVELOPMENT, INC. AND
U.S. STOCK TRANSFER CORPORATION
This Amendment To Rights Agreement (the "Amendment") is made as of March
12, 2000, by and between ASPECT DEVELOPMENT, INC., a Delaware corporation (the
"Company"), and U.S. STOCK TRANSFER CORPORATION (the "Rights Agent").
WHEREAS, the Company is entering into an Agreement and Plan of
Reorganization (as the same may be amended from time to time, the "Merger
Agreement"), among the Company, i2 Technologies, Inc., a Delaware corporation
("Parent"), and Hoya Merger Corp., a Delaware corporation and a wholly owned
subsidiary of Parent (the "Merger Sub"), pursuant to which the Merger Sub will
merge with and into the Company, and the Company will survive as a wholly owned
subsidiary of Parent, and the former stockholders of the Company will receive
shares of common stock of Parent;
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement, dated as of October 7, 1998 (the "Rights Agreement");
WHEREAS, the Company desires to amend the Rights Agreement in connection
with the execution and delivery of the Merger Agreement; and
WHEREAS, the Board of Directors of the Company has approved this Amendment
and authorized its appropriate officers to execute and deliver the same to the
Rights Agent.
NOW, THEREFORE, in accordance with the procedures for amendment of the
Rights Agreement set forth in Section 27 thereof, and in consideration of the
foregoing and the mutual agreements herein set forth, the parties hereby agree
as follows:
1. Capitalized terms that are not otherwise defined herein shall have the
meanings ascribed to them in the Rights Agreement.
2. The definition of "Acquiring Person" set forth in Section 1(a) of the
Rights Agreement is amended by adding the following sentence to the end of that
section:
Notwithstanding the foregoing, no Person shall be or become an
Acquiring Person by reason of (i) the execution and delivery of the
Agreement and Plan of Reorganization, dated as of March 12, 2000, among i2
Technologies, Inc., a Delaware corporation ("Parent"), Hoya Merger Corp., a
Delaware corporation and a wholly owned subsidiary of Parent ( "Merger
Sub") and the Company (the "Merger Agreement") or the execution of any
amendment thereto, (ii) the execution and delivery of the Company Voting
Agreements (as such term is defined in the Merger Agreement) or the
execution of any amendment thereto, (iii) the merger of Merger Sub with and
into the Company, or (iv) the consummation of any other transaction
contemplated by the Merger Agreement, as it may be amended from time to
time.
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3. Section 1(h) of the Rights Agreement is hereby amended to read in its
entirety as follows:
"EXCLUDED PERSON" shall mean Romesh Wadhwani (including his Affiliates
and Associates); provided however, that Romesh Wadhwani (including his
Affiliates and Associates) shall not be an Excluded Person if Romesh
Wadhwani (including his Affiliates and Associates) becomes the Beneficial
Owner of more than 30% of the outstanding Common Shares without the prior
approval of the Board of Directors of the Company.
4. The definition of "Shares Acquisition Date" in Section l(o) of the
Rights Agreement is hereby amended by adding the following sentence to the end
of that section:
Notwithstanding anything else set forth in this Agreement, a Shares
Acquisition Date shall not be deemed to have occurred by reason of (i) the
execution and delivery or amendment of the Merger Agreement or the Company
Voting Agreements, (ii) the merger of Merger Sub with and into the Company,
or (iii) the consummation of any other transaction contemplated by the
Merger Agreement.
5. Section 3(a) of the Rights Agreement is hereby amended by adding the
following sentence to the end of that section:
Notwithstanding anything else set forth in this Agreement, no
Distribution Date shall be deemed to have occurred by reason of (i) the
execution and delivery or amendment of the Merger Agreement or the Company
Voting Agreements, (ii) the merger of Merger Sub with and into the Company,
or (iii) the consummation of any other transaction contemplated by the
Merger Agreement.
6. Clause (i) of Section 7(a) of the Rights Agreement is hereby amended to
delete the phrase "(the "Final Expiration Date")" so that it shall read as
follows:
(i) the Close of Business on October 7, 2008,
7. Section 7(a) of the Rights Agreement is further amended by deleting the
word "or" at the end of clause (ii) of Section 7(a) and by adding the following
clause at the end of Section 7(a):
, or (iv) the moment in time immediately prior to the Effective Time
(as such term is defined in the Merger Agreement) (the earliest to occur of
the events described in clauses (i) and (iv) of this section shall be
referred to as the "Final Expiration Date.").
8. Section 11(a)(ii) of the Rights Agreement is hereby amended by adding
the following sentence to the end of that section:
Notwithstanding anything else set forth in this Agreement, no event
requiring an adjustment under this Section 11(a)(ii) shall be deemed to
have occurred by reason of (i) the execution and delivery or amendment of
the Merger Agreement or the Company Voting Agreements, (ii) the merger of
Merger Sub with and into the Company, or (iii) the consummation of any
other transaction contemplated by the Merger Agreement.
9. The language of Section 13(a) of the Rights Agreement prior to clause
(z) thereof is hereby amended to read as follows:
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(a) In the event that, following the Shares Acquisition Date or, if a
Transaction is proposed, the Distribution Date, directly or indirectly (x)
the Company shall consolidate with, or merger with and into, any Interested
Stockholder, or if in such merger or consolidation all holders of Common
Stock are not treated alike, any other Person, (y) any Interested Person,
or if in such merger or consolidation all holders of Common Stock are not
treated alike, any other Person shall consolidate with the Company, or
merge with and into the Company, and the Company shall be the continuing or
surviving corporation of such merger (other than, in the case of either
transaction described in (x) or (y), (i) a merger or consolidation which
would result in all of the voting power represented by the securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into securities of
the surviving entity) all of the voting power represented by the securities
of the Company or such surviving entity outstanding immediately after such
merger or consolidation and the holders of such securities not having
changes as a result of such merger or consolidation or (ii) the merger of
Merger Sub with and into the Company), or
The remaining portion of Section 13(c) of the Rights Agreement shall be
unchanged and shall remain in full force and effect.
10. The first phrase of Section 13(c) of the Rights Agreement is hereby
amended to read as follows:
The Company shall not consummate any such
consolidation, merger (other than the merger of the Company
with and into Merger Sub), sale or transfer unless the
Principal Party shall have a sufficient number of authorized
shares of its Common Shares that have not been issued or
reserved for issuance to permit the exercise in full of the
Rights in accordance with this Section 13, and unless prior
thereto the Company and each Principal Party and each other
Person who may become a Principal Party as a result of such
consolidation, merger, sale or transfer shall have (i)
executed and delivered to the Rights Agent a supplemental
agreement provided for the terms set forth in paragraphs (a)
and (b) of this Section 13 and (ii) prepared, filed and had
declared and remain effective a registration statement under
the Act on the appropriate form with respect to the Rights
and the securities exercisable upon the exercise of the
Rights and further providing that, as soon as practicable
after the date of any consolidation, merger, sale or
transfer of assets mentioned in paragraph (a) of this
Section 13, the Principal Party at its own expense will:
The remaining portion of Section 13(c) of the Rights Agreement shall be
unchanged and shall remain in full force and effect.
11. Clause (ii) of Section 13(d) of the Rights Agreement is hereby amended
to read as follows:
(ii) merge with or into (other than by the merger of Merger Sub with
and into the Company),
12. The Rights Agreement, as amended by this Amendment, shall remain in
full force and effect in accordance with its terms.
13. All the covenants and provisions of this Amendment by or for the
benefit of the Company or the Rights Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.
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14. Nothing in this Amendment shall be construed to give to any person or
corporation other than the Company, the Rights Agent and the registered holders
of the Right Certificates (and, prior to the Distribution Date, the Common
Shares) any legal or equitable right, remedy or claim under this Amendment; but
this Amendment shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior to
the Distribution Date, the Common Shares).
15. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
16. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
17. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
18. The Company hereby certifies to the Rights Agent that this Amendment
is in compliance with Section 27 of the Rights Agreement.
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In Witness Whereof, the parties herein have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
<TABLE>
<CAPTION>
Aspect Development, Inc.
<S> <C>
By: /s/ David S. Dury
---------------------------------------------
Name: David S. Dury
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
Attest: /s/ Robert L. Evans
------------------------------------
Name: Robert L. Evans
--------------------------------------
Title: President and Chief Operating Officer
-------------------------------------
U.S. Stock Transfer Corporation
By: /s/ Richard C. Brown
---------------------------
Name: Richard C. Brown
-------------------------
Title: Vice President
------------------------
Attest: /s/ James Hunter
----------------------------------
Name: James Hunter
-----------------------------------
Title: Senior Vice President
-----------------------------------
</TABLE>
