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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
Date of Report (Date of earliest event reported) JANUARY 31, 2000
TUMBLEWEED COMMUNICATIONS CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 94-3336053
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(State or other jurisdiction of (Commision (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
700 SAGINAW DRIVE, REDWOOD CITY, CA 94063
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 216-2000
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NOT APPLICABLE
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(Former name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On January 31, 2000, Tumbleweed Communications Corp., a Delaware
corporation (the "Registrant"), consummated the merger (the "Merger") of Keyhole
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the
Registrant, with and into Worldtalk Communications Corporation, a Delaware
corporation. The press release of the Registrant, attached hereto as Exhibit
99.1, relating to the consummation of the Merger, is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
The following exhibit is filed with this report:
Exhibit
Number Description
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99.1 Press Release of the Registrant, dated January 31, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
TUMBLEWEED COMMUNICATIONS
CORP.
Date: January 31, 2000 By: /s/ Bernard J. Cassidy
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Bernard J. Cassidy
Secretary and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release of the Registrant, dated January 31, 2000.
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CONTACT
For investors and analysts:
Tod Bottari
Demer IR Counsel, inc.
925-938-2678 ext. 235
For press:
Lisa Poulson
Tumbleweed Communications
650-216-2020
FOR RELEASE AT 2:00 P.M. PST
TUMBLEWEED COMMUNICATIONS CORP. ANNOUNCES COMPLETION OF
ACQUISITION OF WORLDTALK CORPORATION
REDWOOD CITY AND SANTA CLARA, CA, January 31, 2000 - Tumbleweed Communications
Corp. a leading provider of Internet infrastructure for business messaging,
(NASDAQ:TMWD) and Worldtalk Corporation (NASDAQ:WLTK) today jointly announced
that Tumbleweed completed its acquisition of Worldtalk on January 31, 2000.
Under the terms of the merger agreement, each Worldtalk share of common stock
has been converted into the right to receive 0.26 of a share of Tumbleweed
Common Stock. Letters of transmittal regarding the procedures to exchange
Worldtalk common stock for Tumbleweed common stock will be sent to former
Worldtalk shareholders in the near future. As a result of the acquisition,
Worldtalk shares will no longer be listed on the NASDAQ stock market's national
market.
"We are pleased with the terrific contribution Worldtalk's people and products
bring to Tumbleweed," said Jeffrey C. Smith, chairman, president and CEO of
Tumbleweed Communications Corp. "Worldtalk added more than 100 new customers in
Q4 1999, including key reference accounts in strategic markets like healthcare,
telecommunications and government-demonstrating real revenue and customer
momentum. In fact, Worldtalk's fourth quarter revenues exceeded our
expectations. WorldSecure is a significant addition to Tumbleweed's business
messaging strategy."
Worldtalk Corporation has developed a leadership position in Internet content
filtering, anti-virus and policy management/enforcement technologies. Its
WorldSecure products can be easily integrated with Tumbleweed Integrated
Messaging Exchange-TM- (IME-TM-), a set of products and services that leverage
the Internet and existing e-mail networks to create a secure communications
channel for e-business. On January 24, 2000, United Parcel Service and Worldtalk
Corporation announced WorldSecure/Mail for UPS OnLine Courier, which integrates
WorldSecure with UPS Document Exchange, a product based on
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Tumbleweed IME. When integrated with IME, WorldSecure can automatically
divert confidential business communication to IME, without requiring a
desktop user to take action.
ABOUT TUMBLEWEED COMMUNICATIONS CORP.
Tumbleweed Communications Corp. is a leading provider of online communication
solutions for e-businesses worldwide. Tumbleweed Integrated Messaging Exchange
(IME) is a comprehensive set of products and services that enables businesses to
combine the power of e-mail and the web to establish a secure online channel for
communicating with their customers and partners. Tumbleweed delivers a complete
infrastructure for business communications, including a platform that leverages
existing systems, applications optimized for specific markets and common
business processes, and an extensive development toolkit for building custom
solutions. Tumbleweed IME is the foundation for online communications services
offered by customers like American Express, Chase Manhattan Bank, Datek Online,
the European Union's Joint Research Council, United Parcel Service, Pitney
Bowes, and the United States Postal Service.
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN
THIS PRESS RELEASE MAY CONSTITUTE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE PROJECTED, PARTICULARLY WITH RESPECT TO THE GROWTH OF THE COMBINED
COMPANIES. IN SOME CASES, FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY
TERMINOLOGY SUCH AS "MAY," "WILL," "SHOULD," "POTENTIAL," "CONTINUE," "EXPECTS,"
"ANTICIPATES," "INTENDS," "PLANS," "BELIEVES," "ESTIMATES," AND SIMILAR
EXPRESSIONS. FOR FURTHER CAUTIONS ABOUT THE RISKS OF INVESTING IN TUMBLEWEED, WE
REFER YOU TO THE DOCUMENTS TUMBLEWEED FILES FROM TIME TO TIME WITH THE
SECURITIES AND EXCHANGE COMMISSION, PARTICULARLY THE TUMBLEWEED PROSPECTUS DATED
AUGUST 5, 1999, FORM 10-Q FILED NOVEMBER 15, 1999, AND THE PROSPECTUS/PROXY
STATEMENT DATED DECEMBER 30, 1999. TUMBLEWEED ASSUMES NO OBLIGATION TO UPDATE
INFORMATION CONTAINED IN THIS PRESS RELEASE.
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Tumbleweed is a registered trademark and Integrated Messaging Exchange and IME
are trademarks of Tumbleweed Communications Corp.
