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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 22, 1999
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Date of Report (Date of earliest event reported)
ONYX SOFTWARE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Washington 0-25361 91-1629814
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
3180 139/th/ Avenue SE, Suite 500, Bellevue, Washington 98005-4091
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(Address of Principal Executive Offices) (Zip Code)
(425) 451-8060
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On October 22, 1999, Onyx Software Corporation's board of directors
declared a dividend of one preferred share purchase right for each outstanding
share of our common stock. The dividend is payable on November 9, 1999 to our
shareholders of record on that date. In addition, our board of directors
authorized the issuance of one preferred share purchase right for each
additional share of common stock that becomes outstanding between November 9,
1999 and the earliest of:
. the distribution date, which is the earliest of: (1) the close of
business on the tenth business day after a public announcement that a
person has acquired beneficial ownership of 15% or more of our
outstanding shares of common stock; and (2) a date that our board of
directors designates following the commencement of, or first public
disclosure of an intent to commence, a tender or exchange offer for
outstanding shares of common stock which could result in the offeror
becoming the beneficial owner of 15% or more of our outstanding shares of
common stock;
. the date on which the rights expire, November 9, 2009; and
. the date, if any, on which we redeem the preferred share purchase rights.
Each preferred share purchase right entitles its registered holder to
purchase from us one one-hundredth of a share of our Series A Participating
Cumulative Preferred Stock, at a price of $120 per one one-hundredth of a
preferred share, subject to adjustment as described below. The description and
terms of the preferred share purchase rights are set forth in a Rights Agreement
we executed with ChaseMellon Shareholder Services, L.L.C., as Rights Agent. A
copy of the Rights Agreement is attached as Exhibit 2.1 to our Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
October 27, 1999.
Until the distribution date, the preferred share purchase rights will be
evidenced by the certificates for the shares of common stock registered in the
names of the holders, rather than by separate certificates. Therefore, until the
distribution date, or earlier redemption or expiration of the preferred share
purchase rights, the preferred share purchase rights will be transferred with
and only with the shares of common stock.
As soon as possible after the distribution date, separate certificates
evidencing the preferred share purchase right will be mailed to holders of
record of the shares of common stock as of the close of business on the
distribution date and to each initial
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record holder of certain shares of common stock originally issued after the
distribution date. These separate certificates alone will evidence the
preferred share purchase rights from that time forward.
The preferred share purchase rights are not exercisable until the
distribution date and will expire on November 9, 2009, unless we redeem or
exchange them prior to expiration, as described below.
To preserve the economic value of the preferred share purchase rights, the
number of preferred shares or other securities issuable upon exercise of a
preferred share purchase right, the purchase price, the redemption price and the
number of preferred share purchase rights associated with each outstanding
common share are all subject to adjustment by our board of directors. Our board
of directors may make adjustments in the event of any change in the common or
preferred shares, including, for example, changes associated with stock
dividends or stock splits, recapitalization, mergers or consolidations, split-
ups, split-offs or spin-offs, or distributions of cash, assets, options,
warrants, indebtedness or suscription rights to holders of common or preferred
shares.
If a person acquires beneficial ownership of 15% or more of our outstanding
shares of common stock, the preferred share purchase rights will entitle each
right holder, other than a beneficial owner of 15% or more of our outstanding
shares of common stock, or any affiliate or associate of that person, to
purchase, for the purchase price, the number of shares of common stock which at
the time of the transaction would have a market value of twice the purchase
price.
Any preferred share purchase rights that are at any time beneficially owned
by a beneficial owner of 15% or more of our outstanding shares of common stock,
or any affiliate or associate of that person, will be null and void and
nontransferable. Furthermore, any holder of any preferred share purchase rights
who beneficially owns more than 15% of our shares of common stock, any affiliate
or associate of that person, or any purported transferee or subsequent holder,
will be unable to exercise or transfer their preferred share purchase rights.
After a person becomes the beneficial owner of 15% or more of our
outstanding shares of common stock, our board of directors may elect to exchange
each preferred share purchase right, other than those that have become null and
void and nontransferable as described above, for shares of common stock, without
payment of the purchase price. The exchange rate in this situation would be
one-half of the number of shares of common stock that would otherwise be
issuable at that time upon the exercise of one preferred share purchase right.
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Each of the following events would entitle each holder of a preferred share
purchase right to purchase, for the purchase price, that number of shares of
common stock of another publicly traded corporation which at the time of the
event would have a market value of twice the purchase price:
. the acquisition of Onyx in a merger by that publicly traded corporation;
. a business combination between Onyx and that publicly traded corporation;
or
. the sale, lease, exchange or transfer of 50% or more of our assets or
assets accounting for 50% or more of our net income or revenues, in one or
more transactions, to that publicly traded corporation.
If any one of these events involved an entity that is not publicly traded,
each holder of a preferred share purchase right would be entitled to purchase,
for the purchase price and at such holder's option:
. that number of shares of the surviving corporation in the transaction,
whether the surviving corporation is Onyx or the other corporation, which
at the time of the transaction would have a book value of twice the
purchase price;
. that number of shares of the ultimate parent entity of the surviving
corporation which at the time of the transaction would have a book value of
twice the purchase price; or
. that number of shares of common stock of the acquiring entity's affiliate
which has publicly traded shares of common stock, if any, which at the time
of the transaction would have a market value of twice the purchase price.
At any time prior to any person acquiring beneficial ownership of 15% or
more of our outstanding shares of common stock, our board of directors may
redeem the preferred share purchase rights in whole, but not in part. The
redemption price of $.01 per preferred share purchase right, subject to
adjustment as provided in the Rights Agreement, may be in cash, shares of common
stock or other Onyx securities deemed by the board of directors to be at least
equivalent in value.
At any time prior to the distribution date, we may, without the approval of
any holder of the preferred share purchase rights, supplement or amend any
provision of the Rights Agreement, including the date on which the distribution
date would occur, the time during which the preferred share purchase rights may
be redeemed and the terms of the preferred shares.
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The preferred shares issuable upon exercise of the preferred share purchase
rights have the following characteristics:
. they are not redeemable;
. the holders of preferred shares will be entitled to a preferential
quarterly dividend payment equal to the greater of (a) $.01 per share and
(b) 100 times the dividend declared per common share, if any;
. the holders of preferred shares will be entitled to a preferential payment
per share of all accrued and unpaid dividends and distributions per share,
plus 100 times the distribution to be made per common share in the event of
Onyx's voluntary or involuntary dissolution, liquidation or winding up;
. the holders of preferred shares will be entitled to 100 votes per share,
voting together with the shares of common stock; and
. the holders of preferred shares will be entitled to receive, per share, 100
times the amount received per common share, in the event of any merger,
business combination, consolidation or other transaction in which the
shares of common stock are exchanged.
Because of the nature of the preferred shares' dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a preferred share
issuable upon exercise of each preferred share purchase right should approximate
the value of one common share. Customary antidilution provisions are designed to
protect that relationship in the event of certain changes in the common and
preferred shares.
We may, but are not required to, issue fractional shares which are an
integral multiple of one one-hundredth of a preferred share upon the exercise of
preferred share purchase rights. In lieu of fractional shares, we may utilize a
depository arrangement as provided by the terms of the preferred shares. In the
case of fractions other than one one-hundredth of a preferred share or integral
multiples thereof, we may make a cash payment based on the market price of such
shares.
Until a preferred share purchase right is exercised, the holder of such
right will have no rights as an Onyx stockholder, including, without limitation,
the right to vote or receive dividends.
As of October 22, 1999, there were approximately 17,570,034 shares of
common stock outstanding. Each share of common stock outstanding at the close of
business on November 9, 1999, will receive one preferred share purchase right.
Our
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board of directors has reserved sufficient preferred shares for issuance upon
exercise of the preferred share purchase rights.
The preferred share purchase rights have certain antitakeover effects and
will cause substantial dilution to a person that attempts to acquire Onyx on
terms not approved by our board of directors. The preferred share purchase
rights should not affect any prospective offeror willing to make an all-cash
offer at a full and fair price, or willing to negotiate with our board of
directors. Similarly, the preferred share purchase rights will not interfere
with any merger or other business combination approved by our board of directors
since the board of directors may, at its option, redeem all, but not less than
all, of the then outstanding preferred share purchase rights at the redemption
price.
This summary of the preferred share purchase rights is not complete and is
qualified in its entirety by reference to the Rights Agreement, which is filed
as an exhibit to our Registration Statement on Form 8-A filed October 28, 1999
and is incorporated into this document by reference. A copy of the Rights
Agreement is also available from Onyx free of charge.
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Item 7. Exhibits
4.1 Rights Agreement, dated as of October 25, 1999, between Onyx Software
Corporation and ChaseMellon Shareholder Services, L.L.C., incorporated
herein by reference to Exhibit 2.1 to the Company's Registration
Statement on Form 8-A, filed October 27, 1999.
99.1 Press release issued October 26, 1999
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SIGNATURE
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.
ONYX SOFTWARE CORPORATION
Dated: October 26, 1999 By /s/ SARWAT H. RAMADAN
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Sarwat H. Ramadan
Vice President, Chief Financial Officer,
Secretary and Treasurer
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Rights Agreement, dated as of October 25, 1999, between Onyx
Software Corporation and ChaseMellon Shareholder Services,
L.L.C., incorporated herein by reference to Exhibit 2.1 to
the Company's Registration Statement on Form 8-A, filed
October 27, 1999.
99.1 Press release issued October 26, 1999.
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EXHIBIT 99.1
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News Release
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Contact:
Sar Ramadan For Immediate Release
Chief Financial Officer October 26, 1999
Onyx Software
(425) 451-8060
ONYX SOFTWARE CORPORATION DECLARES DIVIDEND
DISTRIBUTION OF PREFERRED SHARE PURCHASE RIGHTS
Bellevue, Wash. -- Onyx Software Corporation (NASDAQ: ONXS) announced today
that its Board of Directors has adopted a Shareholder Rights Plan and declared a
dividend distribution of one preferred share purchase right on each outstanding
share of Onyx common stock.
The rights are designed to ensure that all Onyx shareholders receive fair
and equal treatment in the event of a proposed takeover of Onyx, and to guard
against the use of partial tender offers, squeeze-outs, open market
accumulations or other abusive tactics to gain control of Onyx without paying
all shareholders a control premium. Onyx is not aware of any takeover plans at
the present time.
The nontaxable dividend distribution will be made on November 9, 1999,
payable to shareholders of record on that date. The rights will expire
November 9, 2009.
About Onyx Software
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Onyx Software Corporation (NASDAQ: ONXS) is a leading provider of Web-based
Customer Relationship Management (CRM) systems. The company's innovative
e-business software combines comprehensive CRM functionality, third party
applications and Internet content into personalized digital workplaces for
marketing, sales and service employees, business partners and customers. The
company's systems are scalable, flexible, reliable and deploy quickly resulting
in a rapid return on investment and industry leading customer satisfaction. Onyx
Software operates worldwide, supporting large, medium and small companies such
as American Express, Cognos, Credit Suisse, FirstWorld Communications, Giga
Information Group, Interactive Intelligence, NTL Group, Plumtree, Portland
Trailblazers, Prudential, Sharp Electronics, Sierra Health Services, Singapore
Cable Vision and US Bancorp Piper Jaffray. For more information call
1-888-275-6699, visit the Onyx Website at www.onyx.com or email [email protected].
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