<PAGE>
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
February 24, 2000
------------------------------------------------------
Date of Report (Date of earliest event reported)
Puma Technology, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
------------------------------------------------------
(State or other jurisdiction of incorporation)
0-21709 77-0349154
- ---------------------------- ---------------------------------------
(Commission File No.) (IRS Employer Identification Number)
2550 North First Street, #500
San Jose, California 95131
------------------------------------------------------
(408) 321-7650
------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
1
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 24, 2000, Puma Technology, Inc., a Delaware corporation
("Puma") closed its merger with NetMind Technologies, Inc., a California
corporation ("NetMind"), following a vote by the shareholders of NetMind to
approve the merger and of Puma to approve the issuance of up to 5,000,000 shares
of Puma common stock in the merger.
Pursuant to an Agreement and Plan of Merger and Reorganization (the
"Reorganization Agreement") dated December 8, 1999, by and among Puma,
NetMind and Rocket Kitty Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Puma ("Rocket Kitty"), Rocket Kitty merged with
and into NetMind with NetMind surviving as a wholly-owned subsidiary of Puma.
Pursuant to the terms of the Reorganization Agreement, each outstanding share
of the common stock, series a preferred stock and series b preferred stock of
NetMind has been converted into the right to receive 0.3990664, 0.4089541 and
0.4170840 shares of the common stock of Puma, respectively.
In addition, each option to purchase shares of common stock of NetMind
outstanding immediately prior to the effective time of the merger has been
converted into an option purchase 0.3990664 shares of the common stock of Puma.
Each warrant to purchase shares of common stock of NetMind outstanding
immediately prior to the effective time of the merger has been converted into a
warrant to purchase 0.3990664 shares of the common stock of Puma and each
warrant to purchase shares of series a preferred stock of NetMind outstanding
immediately prior to the effective time of the merger has been converted into a
warrant to purchase 0.4089541 shares of the common stock of Puma.
The information that is set forth in the Puma's Press Release dated
February 24, 2000 is incorporated herein by reference.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The balance sheets of NetMind at December 31, 1998 and 1997 and
the statements of operations, stockholders' equity and cash flows
of NetMind for each of the three years in the three-year period
ended December 31, 1998, including the report of independent
auditors thereon, included in Puma's Registration Statement on
Form S-4 (No. 333-94657) filed with the Securities and Exchange
Commission on January 14, 2000, as amended by Amendment No. 1
thereto filed with the Commission on January 27, 2000 are
incorporated herein by reference.
The unaudited balance sheet of NetMind at September 30, 1999 and
the statements of operations and cash flows of NetMind for the
nine months ended September 30, 1999 and 1998 included in Puma's
Registration Statement on Form S-4 (No. 333-94657) filed with the
Securities and Exchange Commission on January 14, 2000, as amended
by Amendment No. 1 thereto filed with the Commission on January
27, 2000 are incorporated herein by reference.
(b) Pro Forma Financial Information
The pro forma condensed combined financial data of Puma and
NetMind are incorporated by reference from Puma's Registration
Statement on Form S-4 (No. 333-94657) filed with the Securities
and Exchange Commission on January 14, 2000, as amended by
Amendment No. 1 thereto filed with the Commission on January 27,
2000 are incorporated herein by reference.
(c) Exhibits
99.1 Press Release dated February 24, 2000, regarding the
closing of the acquisition of NetMind.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Puma has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 24, 2000 PUMA TECHNOLOGY, INC.
By: /s/ Kelly J. Hicks
--------------------------------
Name: Kelly J. Hicks
------------------------------
Title: Vice-President of Operations
-----------------------------
& Chief Financial Officer
-----------------------------
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- ---------------------------------------------------------------
<S> <C>
99.1 Press Release dated February 24, 2000, regarding the closing
of the acquisition of NetMind.
</TABLE>
5
<PAGE>
NEWS RELEASE
Kathy O'Connell
Tanya Valenzuela
McGrath/Power Public Relations
(408) 727-0351
[email protected]
[email protected]
PUMA TECHNOLOGY CLOSES NETMIND TECHNOLOGIES MERGER
KEY ACQUISITION ENABLES PUMA TO DELIVER THE FIRST END-TO-END
PLATFORM AND APPLICATION SUITE FOR WEB-ENABLED DEVICES
SAN JOSE, Calif. (2/24/00) -- Puma Technology, Inc. (NASDAQ: PUMA),
the leading provider of the essential software infrastructure for the
ubiquitous mobile Internet, announced that it has completed its acquisition
of NetMind Technologies, Inc., a leading provider of Internet infrastructure
software for personalization.
Under the terms of this agreement, Puma will exchange approximately
five million shares of Puma common stock for all of NetMind's outstanding
capital stock, warrants and options in Puma's third fiscal quarter ending
April 30, 2000. The merger qualifies as a tax-free reorganization and the
parties will account for the transaction as a pooling of interests.
The technologies merged in this acquisition give Puma the ability to
lead the market by delivering the first comprehensive platform and
application suite for all Web-enabled device users. NetMind technology's
ability to deliver highly personalized and relevant Internet content,
combined with Puma's widely adopted Intellisync-Registered Trademark-
synchronization software and recently acquired ProxiNet transformation,
delivery, and transaction technology for Web-based information, will offer an
end-to-end value proposition for Internet users - enabling them to track Web
information of any nature - anytime, anywhere, and on any device - and to
perform one-click transactions via these mobile devices.
Puma's powerful new capabilities are expected to redefine the mobile
Internet communications model for both consumers and business professionals
alike, since Forrester
<PAGE>
Research estimates that during 2000, 10 percent of all Web surfers will have
the ability to connect a mobile device such as a PalmPilot or smartphone to
the Web. By the end of 2001, that number is expected to reach 25 percent.
"The acquisition of NetMind makes us the first to deliver a truly
comprehensive suite of Internet applications to the mobile marketplace and to
fulfill our goal of becoming the leading Internet infrastructure provider
powering mobile e-business," said Brad Rowe, Puma's CEO. "With our recent
acquisition of ProxiNet, we took a major step in bringing our Internet
strategy to fruition by delivering highly secure, real-time Web access to
handheld device users. We now possess the technologies that will allow us to
redefine the evolving wireless Internet landscape."
ACQUISITION CREATES NEW INFRASTRUCTURE FOR WIRELESS E-BUSINESS
The merger brings Puma a broad range of Web-based personalization
services and patented personalization technology, furthering the company's
goal to be the leading end-to-end infrastructure provider for mobile,
wireless, and Internet device-based e-business. NetMind's technology includes
a range of capabilities important to e-business organizations when
establishing mobile personalization solutions, including mining, extraction,
notification, delivery, targeting, and analytics.
More than six million active users and 45,000 Web sites are utilizing
NetMind's Mind-it-TM- Web personalization technology to track Web-based
information and to be notified when the information changes via email, Web
page, pager, handheld device or cell phone. NetMind's flagship Minder
Application Server-TM- product seamlessly integrates with any electronic
commerce, publishing, CRM system or Web site and proactively alerts visitors
or users to changes on these sites to encourage repeat visits. Among
NetMind's blue-chip customers are eBay, ZDNet, IBM, Hitachi, Boeing,
BancBoston and many other high-profile Internet and Fortune 500 companies.
"The acquisition of NetMind will allow us to provide businesses with
the infrastructure necessary to enable personalization on their site, and to
support e-commerce transactions in the mobile world," said Stephen Meyer,
Puma president and COO. "As the Internet is becoming an
<PAGE>
important venue for personal and professional communication, we are committed
to delivering highly relevant Internet content to our customers, giving them
the ability to act upon their new knowledge from any location via their
Web-enabled devices."
NEW SOLUTION POWERS INSTANT E-COMMERCE
NetMind's user-driven personalization and alert software, combined
with Puma's Web browsing and synchronization technology, will greatly enhance
the ability of e-business firms to offer a complete personalization and
e-commerce system that will support a full range of Internet-connected mobile
devices, including cellular and wireless smartphones. In addition, companies
that invest in NetMind personalization technology will be able to easily
extend it to the mobile Internet with little or no rework. NetMind currently
offers a broad range of personalization solutions to meet a variety of user
needs, including Personal eShopper, My Page, Gift Registry, Finance Minder,
Product Minder, Job Minder, Price Minder, Promotion Minder, Seasonal Minder,
Order Minder, Technical Support Minder and Enterprise Minder. The acquisition
of NetMind allows Puma to make these solutions available via one push of the
button on the mobile Internet.
ABOUT PUMA TECHNOLOGY
Puma Technology is the leading provider of the essential software
infrastructure for the ubiquitous mobile Internet. The Company owns
market-leading technology in synchronization, personalization, notification
and Web-rendering services - all essential building blocks to making wireless
devices useful tools in the world of e-business. Puma's recently acquired
NetMind technology delivers highly personalized, relevant Internet content to
more than six million active users. In addition, the Company's
Intellisync-Registered Trademark- platform is the de facto global standard
for synchronization and control of the critical connection between handheld
devices and mobile phones and the vast stores of information found in
corporate databases, the Internet and individual PC's. The Intellisync
platform enables mobile access to accurate, "anytime, anywhere" information
and has been adopted worldwide by individuals, corporations, mobile device
<PAGE>
manufacturers, telecommunication carriers, and on-line contact, calendar and
event services. The Company, headquartered in San Jose, CA, maintains a
website at www.pumatech.com
The forward looking statements above in this news release relating to the
combined business NetMind and Puma after the merger are based on current
expectations and beliefs and are subject to numerous risks and uncertainties
that could cause the actual results to differ materially. Factors that could
cause actual results to differ materially include difficulties of integrating
the two companies' operations, the timely availability and acceptance of new
products and upgrades, the impact of competitive products and pricing,
consummation of binding agreements with prospective business partners, as
well as additional risk factors, as discussed in the "Risk Factors" section
of Puma Technology's Annual Report on Form 10-K dated July 31, 1999, and Puma
Technology's quarterly reports filed with the U.S. Securities and Exchange
Commission. Puma Technology disclaims any obligation to update any
forward-looking statements as a result of developments occurring after the
date of this press release.
###
Puma Technology, the Puma Technology logo, and Intellisync are trademarks of
Puma Technology, Inc., that may be registered in some jurisdictions. NetMind
Technologies, Mind-it and Minder Application Server are trademarks of NetMind
Technologies, Inc. All other product or company names are trademarks of their
respective owners.
