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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
July 7, 2000
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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
In a Current Report on Form 8-K, filed with the Securities and Exchange
Commission on October 15, 1999, Onyx Software Corporation announced the
acquisition of Market Solutions Limited, a corporation formed under the laws of
England, pursuant to a Sale and Purchase Agreement dated as of October 1, 1999,
by and among Onyx and the shareholders of Market Solutions. Pursuant to the
terms of the original Sale and Purchase Agreement, at closing Onyx paid $5
million in cash and issued approximately $1 million (66,024 shares) of common
stock in exchange for all the outstanding capital stock of Market Solutions.
Onyx also agreed to issue up to an additional $3.6 million in common stock on
October 1, 2000 and up to an additional $4.32 million in common stock on October
1, 2001, depending on Market Solutions' attainment of certain revenue and
profitability targets in each of the first two years following the acquisition
(the "Earnout Payments").
Onyx's management team has elected to amend the sale and purchase agreement
to better align the financial incentives of the U.K. management team with the
strategic and financial objectives of Onyx as a whole. As a result, on July 7,
2000, Onyx and the stockholders of Market Solutions agreed to remove the revenue
and profitability conditions to the Earnout Payments. Onyx will therefore make
the full amount of the Earnout Payments according to the original schedule
described above and the number of shares of Onyx common stock to be issued in
satisfaction of the Earnout Payments will be determined based on the average of
the closing prices of Onyx common stock on each of the three trading days prior
to each issuance.
In addition, pursuant to the original sale and purchase agreement, two of
the Market Solutions shareholders who received 64,188 of the shares of Onyx
common stock agreed not to sell or otherwise transfer more than 5% of their
shares of Onyx common stock in any thirty-day period without Onyx's consent.
Pursuant to the amendments, the parties agreed to change the terms of this
restriction to provide that the shareholders may not sell more than 50% of the
their shares of Onyx common stock in any three-month period.
The original sale and purchase agreement and the amendments thereto are
filed as exhibits to this report and are incorporated herein by reference. This
summary of the original sale and purchase agreement and the amendments thereto
is not complete, and you should refer to the exhibits for copies of the actual
agreements.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
2.1 Sale and Purchase Agreement dated as of October 1, 1999, by and among Onyx
Software Corporation and the shareholders of Market Solutions Limited
(incorporated by reference to exhibit 2.1 to the registrant's Current
Report on Form 8-K (file no. 0-25361), filed on October 15, 1999).
2.2 Amendments to Sale and Purchase Agreement dated July 7, 2000, by and among
Onyx Software Corporation and the shareholders of Market Solutions Limited
(filed herewith).
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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: July 17, 2000 By /s/ Amy Kelleran
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Name: Amy Kelleran
Its: Interim Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Sale and Purchase Agreement dated as of October 1,
1999, by and among Onyx Software Corporation and the
shareholders of Market Solutions Limited
(incorporated by reference to exhibit 2.1 to the
registrant's Current Report on Form 8-K (file no.
0-25361), filed on October 15, 1999).
2.2 Amendments to Sale and Purchase Agreement dated July
7, 2000, by and among Onyx Software Corporation and
the shareholders of Market Solutions Limited (filed
herewith).
