<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: June 21, 1999
(Date of earliest event reported): June 15, 1999
MELITA INTERNATIONAL CORPORATION
(Exact name of Company specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
GEORGIA 0-22317 58-1378534
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation or organization)
</TABLE>
5051 PEACHTREE CORNERS CIRCLE
NORCROSS, GEORGIA 30092-2500
(Address of principal executive offices) (Zip Code)
(770) 239-4000
(Company's telephone number, including area code)
===============================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS
On June 15, 1999, Melita International Corporation announced the execution of a
definitive agreement to acquire eShare Technologies, Inc. A copy of the press
release announcing this event is attached as Exhibit 99.1 and incorporated
herein.
Also, on June 15, 1999, Melita International Corporation announced the
acquisition of smallwonder! Softworks, Inc. in a cash transaction which falls
below the required reporting threshold of Item 2 of this Form and Rules 3-05 and
11-01 of Regulation S-X. A copy of the press releases announcing this event is
attached as Exhibit 99.2 and incorporated herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Not Applicable
b) Not Applicable
c) Exhibits: 99.1 - Press Release Regarding eShare Technologies, Inc.
99.2 - Press Release Regarding smallwonder! Softworks, Inc.
<PAGE> 3
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.
MELITA INTERNATIONAL CORPORATION
/s/ Dan K. Lowring
-----------------------------------------
DAN K. LOWRING
Vice President, Administration,
Chief Financial Officer
Date: June 21, 1999
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page No.
- ------- --------
<S> <C> <C>
99.1 Press Release Regarding 5
eShare Technologies, Inc.
99.2 Press Release Regarding 7
smallwonder! Softworks, Inc.
</TABLE>
<PAGE> 1
Exhibit 99.1
Melita International to Acquire eShare Technologies, Inc.
Combined Entity to Provide Internet and Telephony-based, Multi-Media
Customer Contact Solutions
NORCROSS, GA (June 15, 1999) - Melita International (NASDAQ: MELI), a leading
provider of customer contact management solutions, today announced the signing
of a definitive agreement with eShare Technologies, a leading provider of
real-time customer service and interactive communication solutions for
e-commerce and online communities. Under the terms of the agreement, Melita will
exchange 5.5 million shares of its common stock for all outstanding shares of
eShare Technologies. The deal is subject to shareholder approval of both
companies.
eShare Technologies has achieved industry-wide recognition as the pre-eminent
expert in people-to-people interactions on the Internet, supplying application
software and services to businesses, consumers and community sites for more than
1,000 customers worldwide. These innovative technologies include Internet-based
software for business-to-business and business-to-consumer markets to facilitate
e-commerce.
"The power of eShare's Internet applications, coupled with the innovation of
Melita's enterprise customer contact solutions, adds a whole new dimension to
the world of customer relationship management by bringing Internet-based
customer interaction and call center-based communication together," said
Aleksander Szlam, Melita chairman and chief executive officer. "Together, we
will redefine customer services and e-commerce experiences. For example, we will
introduce multi-channel, real-time customer collaboration and enhanced
communication services. These new services, supporting channels such as web
sharing, email, chat and comprehensive voice/mixed-media, will help transform
virtually all businesses into customer sensitive service providers. We believe
this acquisition creates the first of its kind cross-market software solution,
addressing both the business world and the entire consumer market."
A recent Forrester Research report indicates that worldwide e-commerce
transactions are projected to grow from $32 billion in 1998 to over $400 billion
by 2002, creating a market of nearly $4 billion for Internet commerce software
tools. In addition to Melita's core market, the combined entity will address
this rapidly growing market segment.
eShare Technologies will become a business unit of Melita International and its
president and chief executive officer, James Tito, will become the division's
president. Tito will also join Melita's senior management team as an executive
vice president.
"We are extremely excited about the vast opportunities this presents for our
clients, their customers and for the new Melita," said Tito. "Together with
Melita and more than 1,600 combined client sites, we will be setting new levels
for delivering comprehensive, end-to-end collaborative solutions in the emerging
Internet/customer care market."
About eShare Technologies
eShare Technologies, Inc. (www.eshare.com) delivers powerful enterprise-class
interaction software and services that are crucial for eBusiness. These
innovative technologies include web-based customer service and support, customer
service, live conferencing and events, distance learning, Community chat,
threaded discussion forums, and custom integration tools. eShare's customers
include five of the top ten most visited internet sites, along with major
e-commerce retailers and community sites.
<PAGE> 2
About Melita International
Melita International (NASDAQ: MELI) is the leading total-solution provider of
integrated customer interaction and intelligent contact management applications
that enable businesses to automate their contact center activities, enhance
telephone and Internet-based customer commerce and provide a superior level of
Customer Care(R). Consumers also benefit from Melita's intelligent contact
blending capabilities because on-hold times can be dramatically reduced or
eliminated. Melita's more than 600 customer sites in 30 countries on six
continents include leading organizations in the financial services, retail,
media, communications and service bureau industries. In 1999, Investors Business
Daily recognized Melita as having one of the best earnings increases in the
United States, and Forbes ASAP named Melita #38 in its "Dynamic 100" listing. In
1998, BusinessWeek ranked the company #26 in its prestigious annual "Hot Growth
Companies" listing and Forbes Magazine listed Melita #40 in its list of "200
Best Small Companies." Melita International's Web address is
http://www.melita.com.
Contact: Michelle Rowley
Melita International
Voice: 770-239-4484
Email: [email protected]
Website: www.melita.com
This press release contains forward-looking statements relating to product
integration, functionality and benefits, revenue from operations, marketing
strategies and product development processes. Such statements are made based on
management's belief as well as assumptions made by, and information currently
available to, management, pursuant to the 'safe-harbor' provisions of the
Private Securities Litigation Reform Act of 1995. While these statements reflect
our best current judgment, they are subject to risks and uncertainties that
could cause a change in focus and direction. A discussion of certain risk
factors that may cause actual results to differ from these forward-looking
statements can be found in Melita's Form 10-K for the period ended December 31,
1998, on file with the SEC.
<PAGE> 1
Exhibit 99.2
Melita International Acquires smallwonder! Softworks, Inc.
Acquisition Expands Melita's Presence in the Customer Management Market
NORCROSS, GA -- (June 15, 1999) - Melita International (NASDAQ: MELI), a leading
provider of customer contact management solutions, today announced that it has
acquired smallwonder! Softworks, Inc., a developer of NT-based, web-enabled
computer telephony software for call centers.
Under the terms of the agreement, Melita International will obtain the rights to
smallwonder!'s intellectual property relating to the business, including all
software products and inventory relating to current operations. smallwonder!
Softworks has installations in approximately 25 small-to-mid size call centers
for customers conducting customer service, telesales, fund raising, marketing
research, polling, and collections.
Aleksander Szlam, Melita chairman and chief executive officer, stated, "The
acquisition of smallwonder! Softworks is an exciting moment in Melita's 15 year
history. Their products provide us with the ability to address different markets
than we have traditionally targeted. Just as important, it fits our
international and distribution strategy as well. The synergy of our
architectures further allows Melita to offer a common telephony platform across
our product lines, making upgrades easy for all of our customers."
The acquisition will expand and complement Melita International's existing
contact center management business, which currently includes the Melita Explorer
family of outbound and blended contact management solutions. smallwonder!
Softworks' flagship product is an integrated call center management system which
includes intelligent predictive dialing, inbound call processing, call blending,
unlimited scripting, transaction recording and playback, data management
utilities and reports. The products will be sold, distributed, and supported by
Melita International and its channel partners. The company's Leesburg, VA
location will remain a development and support operation.
"Melita is the perfect fit for us from both a product and sales and marketing
perspective," said Bruce Barker, president of smallwonder! Softworks. "We're
excited about the immediate opportunity to provide our product solutions on a
global basis through Melita channels and the integration plans for the two
product lines moving forward. Becoming part of the Melita family means a great
deal to everyone at smallwonder!." Barker will become a senior vice president of
Melita, managing smallwonder!'s operations.
"We are particularly excited about how well the company's products and target
markets fit into Melita's growth strategy," said John Lamb, senior vice
president of corporate development. "For example, we market robust, feature-rich
solutions that are unparalleled in their functionality and capabilities, yet
mainly targeted at larger corporations that require highly integrated solutions.
smallwonder!, on the other hand, offers a scaleable, fully functional solution
geared toward the rapid deployment needs of small-to-medium size businesses. Our
expanded offering will allow mid-sized call centers with both inbound and
outbound requirements to conduct business with a single company, providing them
with a migration path into a more fully integrated, robust enterprise solution
down the road."
About Melita International
Melita International (NASDAQ: MELI) is the leading total-solution provider of
integrated customer interaction and intelligent contact management applications
that enable businesses to automate their contact center activities, enhance
telephone and Internet-based customer commerce and provide a superior level of
Customer Care. Consumers also benefit from Melita's intelligent contact blending
capabilities because on-hold times can be dramatically reduced or eliminated.
Melita's more than 600 customer sites in 30 countries on six continents include
leading organizations in the financial services, retail, media, communications
and service bureau industries. In 1999, Investors Business Daily recognized
Melita as
<PAGE> 2
having one of the best earnings increases in the United States, and Forbes ASAP
named Melita #38 in its "Dynamic 100" listing. In 1998, BusinessWeek ranked the
company #26 in its prestigious annual "Hot Growth Companies" listing and Forbes
Magazine listed Melita #40 in its list of "200 Best Small Companies." Melita
International's Web address is http://www.melita.com.
Contact: Michelle Rowley
Melita International
Voice: 770-239-4484
Email: [email protected]
Website: www.melita.com
This press release contains forward-looking statements relating to product
integration, functionality and benefits, revenue from operations, marketing
strategies and product development processes. Such statements are made based on
management's belief as well as assumptions made by, and information currently
available to, management, pursuant to the 'safe-harbor' provisions of the
Private Securities Litigation Reform Act of 1995. While these statements reflect
our best current judgment, they are subject to risks and uncertainties that
could cause a change in focus and direction. A discussion of certain risk
factors that may cause actual results to differ from these forward-looking
statements can be found in Melita's Form 10-K for the ended December 31, 1998,
on file with the SEC.
