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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
January 5, 2001
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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--139th 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 January 9, 2001, Onyx Software Corporation, a Washington corporation,
announced the acquisition of RevenueLab, LLC, a Delaware limited liability
company based in Stamford, Connecticut pursuant to a Unit Purchase Agreement
dated January 5, 2001 by and among Onyx, RevenueLab, and the holders of all of
the issued and outstanding membership units of RevenueLab. Kevin Corcoran,
RevenueLab's Chief Executive Officer, will be Onyx's Chief Marketing Officer.
RevenueLab builds and implements go-to-market strategy and revenue acceleration
programs for emerging and established companies and is expected to complement
Onyx's current technology and consulting branches.
Under the terms and conditions of the purchase agreement, Onyx purchased
all of the issued and outstanding membership units of RevenueLab in exchange for
(a) $105,000 cash; (b) 185,463 shares of Onyx common stock and (c) an additional
deferred payment of $1.0 million to be paid at any time selected by Onyx between
March 3, 2001 and April 10, 2001 in cash or, at Onyx's discretion, in shares of
Onyx common stock valued at the closing price of Onyx common stock on the date
that Onyx selects to make the payment. The acquisition will be accounted for
under the purchase accounting method and, accordingly, the results of
RevenueLab's operations will be included in Onyx's consolidated financial
statements from the date of acquisition.
In addition, Onyx granted options vesting over four years to purchase an
aggregate of 204,644 shares of Onyx common stock at an exercise price of $9.125,
and options vesting over 4.5 years to purchase an aggregate 580,738 shares of
Onyx common stock at an exercise price of $5.957, to employees of RevenueLab,
including the six founders of RevenueLab, who have been offered and accepted
employment with Onyx.
For accounting purposes, the acquisition is expected to be valued at
approximately $7.4 million, including transaction related costs. This amount
consists of: the approximately $2.1 million worth of Onyx common stock issued at
closing; the $1.0 million deferred payment; stock options valued for accounting
purposes at $3.6 million, $105,000 in cash and the remainder in transaction
related costs.
The RevenueLab unitholders agreed under the purchase agreement to indemnify
and hold harmless Onyx and its officers, directors and affiliates from and
against any damages incurred as a result of, among other things, any inaccuracy
in the representations and warranties made by RevenueLab or the unitholders of
RevenueLab. The total indemnification liability of the unitholders is limited
to an aggregate of $2.92 million.
Onyx also entered into a Registration Rights Agreement dated January 5,
2001 with RevenueLab's outside investor, Odyssey Strategic Partners, LLC. Onyx
agreed to prepare and file with the SEC no later than sixty days after the
closing date a registration statement covering the resale of the 175,214 shares
of Onyx common stock issued to Odyssey at the closing. Onyx has agreed that, if
it elects to pay Odyssey the additional $1.0 million in deferred consideration
in common stock, it will also prepare and file a second registration statement
covering the resale of those shares.
Form 8-K - ONYX SOFTWARE CORPORATION PAGE 1
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The Unit Purchase Agreement and the Registration Rights Agreement are
attached as Exhibits 10.1 and 10.2 to this report and are incorporated into this
report by reference. This summary of the provisions of the agreements is not
complete and you should refer to the exhibits for copies of the actual
agreements. A copy of the press release dated January 9, 2001 relating to the
acquisition of RevenueLab is attached as Exhibit 99.1 and is incorporated into
this current report by reference.
Item 7. Financial Statements, Pro Forma Information and Exhibits
(c) Exhibits
10.1 Unit Purchase Agreement dated January 5, 2001 by and among Onyx Software
Corporation, RevenueLab, LLC, and the holders of all of the issued and
outstanding membership units of RevenueLab, LLC.
10.2 Registration Rights Agreement dated January 5, 2001 by and between Onyx
Software Corporation and Odyssey Strategic Partners, LLC.
99.1 Press Release dated January 9, 2001.
Form 8-K - ONYX SOFTWARE CORPORATION PAGE 2
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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: January 10, 2001 By: /s/ Amy Kelleran
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Amy Kelleran
Interim Chief Financial Officer
and Assistant Secretary
Form 8-K - ONYX SOFTWARE CORPORATION PAGE 3
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EXHIBIT INDEX
Exhibit Number Description
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10.1 Unit Purchase Agreement dated January 5, 2001, by and among Onyx
Software Corporation, RevenueLab, LLC and the holders of all of
the issued and outstanding membership units of RevenueLab, LLC.
10.2 Registration Rights Agreement dated January 5, 2001, between
Onyx Software Corporation and Odyssey Strategic Partners, LLC.
99.1 Press Release dated January 9, 2001.
Form 8-K - ONYX SOFTWARE CORPORATION PAGE 4
