<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 ON FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 18, 2000
--------------
Entrust Technologies Inc.
-------------------------
(Exact Name of Registrant as Specified in its Charter)
Maryland
-------------------------
(State or Other Jurisdiction of Incorporation)
000-24733 62-1670648
- ------------------------ ----------
(Commission File Number) (I.R.S. Employer Identification No.)
One Preston Park South, 4975 Preston Park Blvd., Suite 400, Plano, TX 75093
- --------------------------------------------------------------------- -------
(Address of Principal Executive Offices) (Zip Code)
(972) 943-7300
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
--------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
This Amendment No. 1 on Form 8-K/A amends and restates in its entirety Item
5 of the Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 1, 2000 by Entrust Technologies Inc.
ITEM 5. OTHER EVENTS.
On April 18, 2000, Entrust Technologies Inc. (the "Company" or "Entrust")
entered into an Agreement and Plan of Merger (the "Merger Agreement") by and
among the Company, Enable Acquisition Corp., a California corporation and a
wholly-owned subsidiary of the Company ("Sub"), and enCommerce, Inc., a
California corporation ("enCommerce").
Pursuant to the Merger Agreement, the Company agrees to issue an aggregate
of 10,250,000 shares of its Common Stock, $0.01 par value per share (the "Merger
Shares"), in exchange for all of the outstanding capital stock, options and
warrants of enCommerce (the "Merger"). Pursuant to the Merger Agreement, Sub
will merge with and into enCommerce, whereupon enCommerce will become a wholly-
owned subsidiary of the Company. Entrust and the Company have entered into
voting agreements with affiliates of the Company pursuant to which each
executing shareholder agrees to vote in favor of adoption of the Merger
Agreement and approval of the Merger. Consummation of the merger is subject to
the approval of the shareholders of enCommerce, the approval of Federal
antitrust regulators and the satisfaction of various other closing conditions.
Shareholders of enCommerce holding the requisite number of shares to approve the
Merger have agreed to vote in favor of the Merger. It is currently estimated
that the closing will occur by the third quarter of 2000. The Merger Agreement
contemplates that 10% of the Merger Shares issued in exchange for outstanding
capital stock of enCommerce will be placed in escrow in accordance with the
terms of a related escrow agreement for the purpose of satisfying any
indemnification obligations of the enCommerce shareholders. Contingent upon the
completion of the Merger, the Company will elect J. Alberto Yepez, the Chairman
of the Board of Directors, President and Chief Executive Officer of enCommerce,
to its Board of Directors.
In connection with the Merger, Entrust is entering into employment
letters with the following key officers of enCommerce: J. Alberto Yepez,
Hector Saldana (Senior Vice President, Business Development); Teresa Win (Senior
Vice President, Product Development), Paul Doscher (Senior Vice President,
Worldwide Sales and Services) and Thomas L. Cronan, III (Vice President, Legal
Affairs).
In connection with the Merger, the Company intends to file with the
California Department of Corporations an Application for Fairness Hearing and
Qualification by Permit to issue the Merger Shares pursuant to an exemption from
registration under Section 3(a)(10) of the Securities Act of 1933, as amended.
The Merger is intended to qualify as a tax-free reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The
Company intends to use authorized but previously unissued shares of its Common
Stock as consideration in the Merger, which the Company expects to treat as a
purchase for accounting purposes. The terms of the Merger Agreement and the
Merger were determined on the basis of "arm's-length" negotiations. The boards
of directors of both the Company and enCommerce have approved the Merger
Agreement and the Merger. Prior to the execution of the Merger Agreement, none
of the Company, its affiliates, officers or directors or any associate of any
such officer or director, had any material relationship with enCommerce or any
of the shareholders of enCommerce.
enCommerce, based in Santa Clara, California with subsidiaries in England
and Japan, is a global portal infrastructure company and a provider of software
and services designed to manage electronic business relationships.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified by reference to the full text of the Merger Agreement,
which was filed as Exhibit 2 to the Current Report on Form 8-K filed May 1,
---------
2000, and incorporated herein by reference. The Company's press release dated
April 18, 2000 and "Additional Merger Information," which were filed as Exhibits
--------
99.1 and 99.2, respectively, to the Current Report on Form 8-K filed May 1,
- ---- ----
2000, are also incorporated herein by reference.
<PAGE>
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.
Date: May 9, 2000 ENTRUST TECHNOLOGIES INC.
-------------------------------
(Registrant)
By: /s/ John A. Ryan
---------------------------
John A. Ryan
President and
Chief Executive Officer
