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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
August 25, 1997
Date of Report (Date of earliest event reported)
INDUS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-22993 94-3273443
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
60 Spear Street
San Francisco, California 94105
(Address of principal executive offices)
(415) 904-5000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION ASSETS.
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On June 5, 1997, Indus International, Inc., a Delaware corporation
(the "Registrant") entered into an Agreement and Plan of Merger and
Reorganization, dated as of June 5, 1997, and amended on July 21, 1997 (the
"Acquisition Agreement") providing for the merger (the "Merger") of The Indus
Group, Inc., a California corporation ("Indus"), and TSW International, Inc., a
Georgia corporation ("TSW"). The Merger was effected on August 25, 1997 (the
"Effective Time"), pursuant to (i) an Agreement of Merger (the "Indus Agreement
of Merger") among the Registrant, Indus and Indus Sub, Inc., a California
corporation and a wholly owned subsidiary of the Registrant ("Indus Sub"), filed
with the Office of the Secretary of State of the State of California, and (ii)
an Agreement and Plan of Merger (the "TSW Agreement of Merger") among the
Registrant, TSW and TSW Sub, Inc., a Georgia corporation and a wholly owned
subsidiary of the Registrant ("TSW Sub"), filed with the Office of the Secretary
of State of the State of Georgia.
Pursuant to the Indus Agreement of Merger, Indus Sub merged with and
into Indus, with Indus as a surviving corporation, and (a) each outstanding
share of common stock of Indus ("Indus Common Stock") was converted into one
share of the Registrant's Common Stock and (b) each outstanding option to
purchase shares of Indus Common Stock granted under the Indus stock option plans
and the Indus employee stock purchase plan was converted into an option to
purchase that number of shares of the Registrant's Common Stock equal to the
number of shares of Indus Common Stock subject to such option, at an exercise
price or purchase price per share of the Registrant's Common Stock equal to the
exercise price or purchase price per share of Indus Common Stock pursuant to
such option.
Pursuant to the TSW Agreement of Merger, TSW Sub merged with and into
TSW, with TSW as a surviving corporation, and (a) each outstanding share of
common stock of TSW ("TSW Common Stock"), and each outstanding share of
preferred stock of TSW ("TSW Preferred Stock") was converted into approximately
2.73 shares of the Registrant's Common Stock; (b) the outstanding subordinated
floating rate notes of TSW (including accrued interest thereon) were exchanged
for an aggregate of 1,235,879 shares of the Registrant's Common Stock; (c) all
rights to receive any unpaid dividends on TSW Preferred Stock were converted
into an aggregate of 53,937 shares of the Registrant's Common Stock and (d) each
outstanding option or warrant to purchase TSW Common Stock was converted into an
option or warrant, respectively, to purchase that number of shares of the
Registrant's Common Stock determined by multiplying the number of shares of TSW
Common Stock subject to such option or warrant by approximately 2.73, at an
exercise price per share of the Registrant's Common Stock equal to the exercise
price per share of TSW Common Stock pursuant to such option or warrant divided
by approximately 2.73.
The Merger is intended to be treated as a pooling of interests for
financial reporting purposes in accordance with generally accepted accounting
principles. The assets of Indus were used, prior to the Effective Time of the
Merger, for the development, marketing, implementation and support of
client/server enterprise management software solutions for process industries,
and the assets of TSW were used, prior to the Effective Time of the Merger, for
the development, marketing
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and support of advanced Asset Care application software and provider related
services that enable organizations to plan, execute, monitor and improve asset
maintenance processes. The Registrant intends to continue such uses immediately
following the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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The following financial statements and exhibits are filed as part of
this report, where indicated.
(a) Financial statements of business acquired, prepared pursuant to Rule
3.05 of Regulation S-X:
(1) Audited financial statements of The Indus Group, Inc. as of
December 31, 1996 and 1995 and for each of the three years ended
December 31, 1996, together with the report thereon of Ernst &
Young LLP, independent auditors, and unaudited financial
statements of The Indus Group, Inc. at March 31, 1997 and for the
three-month periods ended March 31, 1997 and 1996 are incorporated
herein by reference from the Registrant's Registration Statement
on Form S-4 (File No. 333-33113) filed with the Securities and
Exchange Commission on August 7, 1997.
(2) Audited financial statements of TSW International, Inc. as of
March 31, 1997 and 1996 and for each of the three years ended
March 31, 1997, together with the report thereon of Ernst & Young
LLP, independent auditors, are incorporated herein by reference
from the Registrant's Registration Statement on Form S-4 (File No.
333-33113) filed with the Securities and Exchange Commission on
August 7, 1997.
(b) Pro forma financial information, required pursuant to Article 11 of
Regulation S-X:
Incorporated by reference to the section entitled "Unaudited Pro
Forma Combined Condensed Consolidated Financial Statements" of the
Registrant's Registration Statement on Form S-4 (File No. 333-
33113) filed with the Securities and Exchange Commission on August
7, 1997.
(c) Exhibits in accordance with Item 601 of Regulation S-K:
Exhibit
Number Description
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2.1 Agreement and Plan of Merger and Reorganization between The
Indus Group, Inc., a California corporation ("Indus"), the
Registrant and TSW International, Inc., a Georgia
corporation ("TSW"), dated as of June 5, 1997, and as
amended on July 21,
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1997 (the "Agreement of Merger"). (Incorporated by
reference to Appendix A-1 of the Joint Proxy
Statement/Prospectus of Indus and TSW included in the
Registration Statement on Form S-4 filed on August 7, 1997
(File No. 333-33113) (the "Joint Proxy
Statement/Prospectus")).
2.2 First Amendment to Agreement of Merger dated as of July 21,
1997 by and among the Registrant, Indus and TSW.
(Incorporated by reference to the Registrant's Registration
Statement on Form S-4 (File No. 333-33113) filed with the
Securities and Exchange Commission on August 7, 1997 (the
"Form S-4")).
2.3 Form of Agreement of Merger of Indus Sub, Inc., the
Registrant and Indus. (Incorporated by reference to Appendix
A-2 of the Joint Proxy Statement/Prospectus).
2.4 Form of Agreement and Plan of Merger of TSW, the Registrant
and TSW Sub, Inc. (Incorporated by reference to Appendix A-3
of the Joint Proxy Statement/Prospectus).
4.1 Form of Registration Rights Agreement to be entered into
among the Registrant, Warburg, Pincus Investors, L.P.
("Warburg"), Robert W. Felton, Richard W. MacAlmon, John W.
Blend, III and John R. Oltman. (Incorporated by reference to
Exhibit 4.1 of the Registrant's Form S-4).
4.2 Form of Indus Affiliate Agreement dated as of June 5, 1997
entered into by the Registrant, Indus, TSW and each of
Robert W. Felton, Richard W. MacAlmon, Michael E. Percy,
Alan G. Merten, Donald F. Robertson, Douglas R. Piper, Frank
M. Siskowski and Edward R. Koepfler. (Incorporated by
reference to Exhibit 4.2 of the Registrant's Form S-4).
4.3 Form of TSW Affiliate Agreement dated as of June 5, 1997
entered into by the Registrant, Indus, TSW and each of
Warburg, Christopher R. Lane, John F. Bartels, John W.
Blend, III, Kenneth C. Colby, Jr., David J. Loesch, Allen D.
Vaughn, John R. Oltman, George D. Busbee, William H. Janeway
and Joseph P. Landy. (Incorporated by reference to Exhibit
4.3 of the Registrant's Form S-4).
4.4 Felton Affiliate Agreement dated as of June 5, 1997 entered
into among the Registrant, Indus, TSW and Warburg.
(Incorporated by reference to Exhibit 4.4 of the
Registrant's Form S-4).
4.5 Warburg Affiliate Agreement dated as of June 5, 1997 entered
into among the Registrant, Indus, TSW and Warburg.
(Incorporated by reference to Exhibit 4.5 of the
Registrant's Form S-4).
4.6 Nomination Agreement to be entered into among the
Registrant, Warburg and Robert W. Felton. (Incorporated by
reference to Exhibit 4.6 of the Registrant's Form S-4).
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4.7 Specimen certificate for Registrant's Common Stock.
(Incorporated by reference to Exhibit 4.7 of the
Registrant's Form S-4).
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT DESCRIPTION
NUMBER
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2.1 Agreement and Plan of Merger and Reorganization between The Indus
Group, Inc., a California corporation ("Indus"), the Registrant,
and TSW International, Inc., a Georgia corporation ("TSW"), dated
as of June 5, 1997, and as amended on July 21, 1997 (the
"Agreement of Merger"). (Incorporated by reference to Appendix A-
1 of the Joint Proxy Statement/Prospectus of Indus and TSW
included in the Registration Statement on Form S-4 filed on
August 7, 1997 (File No. 333-33113) (the "Joint Proxy
Statement/Prospectus")).
2.2 First Amendment to Agreement of Merger dated as of July 21, 1997 by
and among the Registrant, Indus and TSW. (Incorporated by reference
to the Registrant's Registration Statement on Form S-4 (File No.
333-33113) filed with the Securities and Exchange Commission on
August 7, 1997 (the "Form S-4")).
2.3 Form of Agreement of Merger of Indus Sub, Inc., the Registrant and
Indus. (Incorporated by reference to Appendix A-2 of the Joint
Proxy Statement/Prospectus).
2.4 Form of Agreement and Plan of Merger of TSW, the Registrant and
TSW Sub, Inc. (Incorporated by reference to Appendix A-3 of the
Joint Proxy Statement/Prospectus).
4.1 Form of Registration Rights Agreement to be entered into among the
Registrant, Warburg, Pincus Investors, L.P. ("Warburg"), Robert W.
Felton, Richard W. MacAlmon, John W. Blend, III and John R. Oltman.
(Incorporated by reference to Exhibit 4.1 of the Registrant's Form
S-4).
4.2 Form of Indus Affiliate Agreement dated as of June 5, 1997 entered
into by the Registrant, Indus, TSW and each of Robert W. Felton,
Richard W. Mac Almon, Michael E. Percy, Alan G. Merten, Donald
F. Robertson, Douglas R. Piper, Frank M. Siskowski and Edward R.
Koepfler. (Incorporated by reference to Exhibit 4.2 of the
Registrant's Form S-4).
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4.3 Form of TSW Affiliate Agreement dated as of June 5, 1997 entered
into by the Registrant, Indus, TSW and each of Warburg, Christopher
R. Lane, John F. Bartels, John W. Blend, III, Kenneth C. Colby,
Jr., David J. Loesch, Allen D. Vaughn, John R. Oltman, George D.
Busbee, William H. Janeway and Joseph P. Landy. (Incorporated by
reference to Exhibit 4.3 of the Registrant's Form S-4).
4.4 Felton Affiliate Agreement dated as of June 5, 1997 entered into
among the Registrant, Indus, TSW and Warburg. (Incorporated by
reference to Exhibit 4.4 of the Registrant's Form S-4).
4.5 Warburg Affiliate Agreement dated as of June 5, 1997 entered into
among the Registrant, Indus, TSW and Warburg. (Incorporated by
reference to Exhibit 4.5 of the Registrant's Form S-4).
4.6 Nomination Agreement to be entered into among the Registrant,
Warburg and Robert W. Felton. (Incorporated by reference to Exhibit
4.6 of the Registrant's Form S-4).
4.7 Specimen certificate for Registrant's Common Stock. (Incorporated
by reference to Exhibit 4.7 of the Registrant's Form S-4).
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
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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.
INDUS INTERNATIONAL, INC.
Dated: September 8, 1997 By: /s/ FRANK M. SISKOWSKI
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Frank M. Siskowski
Senior Vice President and
Chief Financial Officer
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Current Report on Form 8-K
of Indus International, Inc. of our report dated January 24, 1997, with respect
to the financial statements of The Indus Group, Inc., included in the
Registration Statement (Form S-4) No. 333-33113 of Indus International, Inc.
/s/ ERNST & YOUNG LLP
Palo Alto, California
September 8, 1997
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Current Report on Form 8-K
of Indus International, Inc. of our report dated April 18, 1997, with respect to
the financial statements of TSW International, Inc., included in the
Registration Statement (Form S-4) No. 333-33113 of Indus International, Inc.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
September 8, 1997
