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
Date of Report (Date of earliest event reported): November 19, 1998
VERSATILITY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-21793 52-1214354
(State or other (Commission File Number) (IRS Employer Id. No.)
jurisdiction of
incorporation)
11781 Lee Jackson Memorial Highway, Seventh Floor, Fairfax, Virginia 22033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 591-2900
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Item 5. Other Events.
On November 19, 1998, Versatility issued a press release announcing
that at a Special Meeting of the Stockholders held on November 18, 1998, the
stockholders of Versatility voted to adopt and approve the Agreement and Plan of
Merger, whereby Versatility would become a wholly-owned subsidiary of Oracle
Corporation. The press release is attached as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
Number Description
99.1 Press release dated November 19, 1998
<PAGE>
SIGNATURES
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.
VERSATILITY INC.
Dated: November 19, 1998 By: /s/ Kenneth T. Nelson
-----------------------
Kenneth T. Nelson
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press release dated November 19, 1998
VERSATILITY INC.
PRESS RELEASE
Contact
Kenneth T. Nelson, Chief Financial Officer
11781 Lee Jackson Memorial Highway
Seventh Floor
Fairfax, Virginia 22033
(703) 591-2900
FOR IMMEDIATE RELEASE
November 19, 1998
VERSATILITY INC. ANNOUNCES THE APPROVAL
BY ITS STOCKHOLDERS OF THE ACQUISITION OF VERSATILITY
BY ORACLE CORPORATION
Fairfax, Virginia, November 19, 1998 - Versatility Inc. (OTC/VERS) announced
that, at its Special Meeting of Stockholders held on Wednesday, November 18,
1998, the stockholders of Versatility approved the merger whereby Versatility
will become a wholly-owned subsidiary of Oracle Corporation and the shares of
Versatility outstanding immediately prior to the merger will be converted into
the right to receive $1.50 in cash per share.
Versatility anticipates that the merger will be consummated in December 1998.
However, the consummation of the merger continues to be subject to a number of
conditions precedent. Following the consummation of the merger, each stockholder
will receive a Letter of Transmittal with instructions as to the procedure for
exchanging their shares for the cash merger consideration.
Except for historical information, the statements preceding are forward-looking
statements that involve risks and uncertainties, and there can be no assurances
that the conditions precedent to the merger will be satisfied or that the merger
will be consummated. Investors are cautioned that such statements are only
predictions and the actual events or results may differ materially. These
forward-looking statements speak only as of this date. Versatility undertakes no
obligation to publicly release the results of any revisions to the
forward-looking statements made today to reflect events or circumstances after
today, or to reflect the occurrence of unanticipated events.
