<PAGE> 1
UNITED STATES
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 17, 2000
--------------------------------
VERSATA, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 000-29757 68-0255203
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2101 Webster Street, Oakland, California 94612
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (510) 238-4100
------------------------------
Not Applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 17, 2000 Versata, Inc. (the "Company") completed the
acquisition of Verve, Inc., a California corporation ("Verve"), in accordance
with the Agreement and Plan of Reorganization by and among the Company, VATA
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the
Company ("VATA"),Verve and certain shareholders of Verve, dated as of October
18, 2000 (the "Merger Agreement"), a copy of which is attached hereto as Exhibit
2.1 and is incorporated herein by reference.
Verve provides embedded business process management technology for
distributed and dynamic enterprise applications in the financial services,
telecommunications, e-business service chain, and OEM software industries. The
Company intends to continue such business.
In connection with the acquisition, the Company issued an aggregate of
448,467 shares of its Common Stock and paid an aggregate of $1,176,356 in
cash to Verve's shareholders in exchange for all outstanding shares of Verve's
capital stock and reserved 232,338 additional shares of Company Common Stock for
issuance upon exercise of outstanding employee stock options of Verve that were
assumed by the Company. Portions of the shares of Company Common Stock issued
will be held in escrow pursuant to the terms of the Merger Agreement. The
Company used funds from existing cash reserves to pay the cash portion of the
merger consideration. Pursuant to the Merger Agreement, VATA merged with and
into Verve and Verve survived the merger, continuing as a wholly-owned
subsidiary of the Company. The share issuances were exempt from registration
pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended.
The aggregate consideration paid for the acquisition of Verve's outstanding
capital stock was calculated pursuant to the consideration provisions and
certain exchange rates contained in the Merger Agreement. The terms of the
Merger Agreement were the result of arm's-length negotiations among the Company
and Verve.
The acquisition will be accounted for under the purchase method of
accounting.
The Company's press release announcing completion of the acquisition is
included herein as Exhibit 99.1.
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
The financial information required by this item will be filed by
amendment within 60 days of December 2, 2000.
(b) Pro forma financial information.
The financial information required by this item will be filed by
amendment within 60 days of December 2, 2000.
(c) Exhibits
The following documents are filed as exhibits to this report:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
**2.1 Agreement and Plan of Reorganization by and among Versata,
Inc., VATA Acquisition Corp., Verve, Inc. and Certain
Shareholders of Verve, Inc., dated October 18, 2000
99.1 Press Release dated November 20, 2000 of the Company.
</TABLE>
-------------
** Confidential treatment has been requested as to certain portions of this
agreement. Such omitted confidential information has been designated by an
asterisk and has been filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended, pursuant to an application for confidential treatment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
VERSATA, INC.
a Delaware corporation
November 30, 2000 By: /s/ JOHN A. HEWITT, JR.
-------------------------------------
John A. Hewitt, Jr.
President, Chief Executive Officer
and Director
By: /s/ KEVIN B. FERRELL
-------------------------------------
Kevin B. Ferrell
Chief Financial Officer
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
**2.1 Agreement and Plan of Reorganization by and among Versata, Inc.,
VATA Acquisition Corp., Verve, Inc. and Certain Shareholders of
Verve, Inc., dated October 18, 2000
99.1 Press Release dated November 20, 2000 of the Company.
</TABLE>
-------------
** Confidential treatment has been requested as to certain portions of this
agreement. Such omitted confidential information has been designated by an
asterisk and has been filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended, pursuant to an application for confidential treatment.
