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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Amendment No. 1
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) July 18, 2000
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INTERWOVEN, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-27389 77-0523543
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1195 West Fremont Avenue, Suite 2000
Sunnyvale, California 94087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 774-2000
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ITEM 2: Acquisition or Disposition of Assets
On August 2, 2000, Interwoven, Inc. ("Interwoven") filed a Form 8-K to
report its acquisition of Neonyoyo, Inc. ("Neonyoyo"). Pursuant to Item 7 of
Form 8-K, Interwoven indicated that it would file certain financial information
no later than the date required by Item 7 of Form 8-K. This Amendment No. 1 to
Form 8-K is filed to provide the required financial information.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
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The financial statements of Neonyoyo required by paragraph (a)(4) of Item 7
of Form 8-K are included herein as exhibit 99.02.
(b) Pro Forma Financial Information.
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The pro forma financial statements required by paragraphs (b)(2) and (a)(4)
of Item 7 of Form 8-K are included herein.
Unaudited pro forma combined condensed balance sheet as of June 30, 2000
Unaudited pro forma combined condensed statement of operations for the
six months ended June 30, 2000
Notes to unaudited pro forma combined condensed financial statements
The following unaudited pro forma combined condensed financial statements
are presented for illustrative purposes only and are not necessarily indicative
of the combined financial position or results of operations for future periods
or the financial position or results of operations that actually would have been
realized had Interwoven and Neonyoyo been a combined company during the
specified periods. The unaudited pro forma combined condensed financial
statements, including the related notes, are qualified in their entirety by
reference to, and should be read in conjunction with, the historical
consolidated financial statements and related notes thereto of Interwoven,
included in its Form 10-K and Form 10-Q, filed with the Securities and Exchange
Commission on March 30, 2000 and August 10, 2000, respectively, and Neonyoyo,
included elsewhere in this Form 8-K/A.
The following unaudited pro forma combined condensed financial statements
give effect to the merger between Interwoven and Neonyoyo using the purchase
method of accounting. The pro forma combined condensed financial statements are
based on the respective historical unaudited consolidated financial statements
and related notes of Interwoven and Neonyoyo. The pro forma adjustments are
preliminary and based on management's estimates of the value of the tangible and
intangible assets acquired. In addition, management is continuing to assess its
integration plans, which may result in additional costs.
The pro forma combined condensed balance sheet and statement of
operations assume the merger took place as of January 1, 2000 and combine
Interwoven's unaudited consolidated balance sheet as of June 30, 2000 with
Neonyoyo's unaudited balance sheet as of June 30, 2000 and Interwoven's
statement of operations for the six months ended June 30, 2000 with Neonyoyo's
unaudited statement of operations for the six months ended June 30, 2000,
respectively. A pro forma combined balance sheet as of December 31, 1999
assuming the merger took place as of January 1, 1999 and a pro forma combined
condensed statement of operations for the twelve months ended December 31,
1999 assuming the merger took place as of January 1, 1999 are not presented as
operating activities of Neonyoyo during 1999 consisted of less than $10,000 in
expenses and no revenues. The operating results for the period December 17,
1999 (inception) through December 31, 1999 have been included in the June 30,
2000 financial statements to facilitate presentation.
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INTERWOVEN, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
(In thousands)
<TABLE>
<CAPTION>
June 30, 2000
--------------------------------------------------------
Historical Pro forma
----------------------- ------------------------------
Interwoven Neonyoyo Adjustments Combined
---------- ---------- ----------------- ----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents................. $ 47,393 $ 1,619 $ (10,247) (a) $ 38,765
Short-term investments.................... 119,300 119,300
Accounts receivable, net of allowance for
doubtful accounts....................... 23,723 23,723
Prepaid expenses.......................... 2,319 (1,613) (a) 706
Other current assets...................... 872 872
---------- ---------- ----------- ----------
Total current assets................. 193,607 1,619 (11,860) 183,366
Investments................................. 58,297 58,297
Property and equipment, net................. 6,191 110 6,301
Intangible assets, net...................... 313 72,301 (a) 72,614
Restricted cash............................. 605 605
Other assets................................ 149 41 1,092 (a) 1,282
---------- ---------- ----------- ----------
$ 259,162 $ 1,770 $ 61,533 $ 322,465
========== ========== =========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable.......................... $ 2,129 $ 50 $ $ 2,179
Accrued liabilities....................... 13,369 75 379 (a) 13,823
Deferred revenue.......................... 16,117 16,117
---------- ---------- ----------- ----------
Total current liabilities............ 31,615 125 379 32,119
Stockholders' Equity:
Preferred stock........................... -- - - -
Common Stock.............................. 24 - 1 (a) 25
Additional paid-in capital................ 261,341 2,254 81,747 (a) 345,342
Notes receivable from stockholders........ (105) -- (105)
Deferred stock-based compensation......... (3,282) -- (3,691) (a) (6,973)
Accumulated deficit....................... (30,431) (609) (16,903) (a) (47,943)
---------- ---------- ----------- ----------
Total stockholders' equity........... 227,547 1,645 61,154 290,346
---------- ---------- ----------- ----------
$ 259,162 $ 1,770 $ 61,533 $ 322,465
========== ========== =========== ==========
</TABLE>
See notes to unaudited pro forma combined condensed financial statements.
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INTERWOVEN, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Six Months Ended June 30, 2000
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Historical Pro forma
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Interwoven Neonyoyo Adjustments Combined
---------- ---------- ----------------- ----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenues:
License............................................ $ 24,809 -- $ 24,809
Services........................................... 13,312 -- 13,312
---------- ---------- ------------ ----------
Total revenues................................ 38,121 -- 38,121
Cost of revenues:
License............................................ 267 -- 267
Services........................................... 12,562 -- 12,562
---------- ---------- ------------ ----------
Total cost of revenues........................ 12,829 -- 12,829
Gross profit......................................... 25,292 -- 25,292
Operating expenses:
Research and development........................... 5,396 282 5,678
Sales and marketing................................ 23,918 23,918
General and administrative......................... 4,768 347 5,115
Amortization of deferred stock-based compensation.. 1,450 1,739 (b) 3,189
Amortization of acquired intangible assets......... 103 -- 14,866 (c) 14,969
---------- ---------- ------------ ----------
Total operating expenses...................... 35,635 629 16,605 52,869
Loss from operations................................. (10,343) (629) (16,605) (27,577)
Interest income and other income (expense), net...... 5,875 20 (298) (d) 5,597
---------- ---------- ------------ ----------
Net loss............................................. (4,468) (609) (16,903) (21,980)
========== ========== ============ ==========
Basic and diluted net loss per share................. ($0.10) ($0.49)
========== ==========
Shares used in computing basic and diluted net loss
per share.......................................... 44,215 1,100 (e) 45,315
========== ============ ==========
</TABLE>
See notes to unaudited pro forma combined condensed financial statements.
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INTERWOVEN, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
On July 18, 2000, Interwoven acquired all of the outstanding capital stock
of Neonyoyo in exchange for approximately $9.9 million in cash and 1.1 million
shares of Interwoven common stock. In addition, Interwoven assumed options to
purchase a total of 33,862 shares of Interwoven common stock in exchange for all
issued and outstanding Neonyoyo options and agreed to pay Interwoven common
stock and cash upon the exercise of such assumed options.
Under purchase accounting, the total purchase price was allocated to
Neonyoyo's assets and liabilities based on their relative fair values with any
excess purchase price being allocated to intangibles and goodwill. The fair
value of Neonyoyo's assets and liabilities were estimated by examining
expected future cash flows. The fair value of intangibles and goodwill related
to the acquisition were estimated by examining replacement cost and present
value of discounted cash flows. The Company may revise estimates and
accordingly adjust the components of purchase price up to twelve months
subsequent to the acquisition date.
The amounts and components of the purchase price along with the allocation
of the purchase price to assets acquired were as follows (in thousands):
<TABLE>
<S> <C>
Cash......................................................... $ 9,949
Common stock................................................. 76,311
Incremental fair value of Neonyoyo stock options assumed .... 6
Assumed liabilities.......................................... 25
Transaction costs............................................ 1,967
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Total purchase price..................................... $ 88,258
========
Book value of net tangible assets of Neonyoyo................ $ 1,091
Acquired workforce........................................... 582
Covenants not to compete..................................... 6,929
Writeoff of In-process Research and Development ............. 1,724
Goodwill..................................................... 77,932
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Net assets acquired...................................... $ 88,258
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</TABLE>
As the Company recorded approximately $85.4 million in intangible assets
related to the acquisition, amortization charges of these intangibles is
expected to be $5.0 million and $7.4 million in the third quarter and the fourth
quarter of 2000, respectively.
As the Company recorded deferred compensation liabilities of $2.3 million
and $3.1 million related to the assumption of Neonyoyo options and the
exchange of Interwoven shares for Neonyoyo shares, respectively, amortization
expenses related to these items is expected to be $0.9 million in the third
quarter of 2000 and $0.8 million in the fourth quarter of 2000.
The unaudited pro forma combined condensed balance sheet and statement of
operations give effect to the merger as if it had occurred at the beginning of
the period presented.
The following adjustments have been reflected in the unaudited pro forma
combined condensed balance sheet and statement of operations:
(a) To record cash paid, common stock and options issued to common and
preferred stockholders of Neonyoyo, and record applicable purchase accounting
entries.
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INTERWOVEN, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(b) To reflect the year to date adjustment related to amortization of
deferred stock based compensation.
(c) Adjustment to record the amortization of goodwill and intangible assets
resulting from the allocation of the Neonyoyo purchase price. The pro forma
adjustment assumes goodwill and other intangible assets will be amortized on a
straight-line basis over the following estimated lives:
Acquired workforce................................................. 2 years
Covenants not to compete........................................... 2 years
Goodwill........................................................... 3 years
(d) To eliminate interest income earned by Interwoven on cash paid at the
date of the merger assuming a 6% interest rate which approximates the Company's
actual weighted average rate of return during the periods presented.
(e) To reflect the shares issued as consideration for the merger based on
the calculated exchange price of $69.09 per share.
(c) Exhibits.
2.01* Agreement and Plan of Merger by and among the Registrant, Neonyoyo, Inc.
and Agnes Pak, dated July 10, 2000.
23.01 Consent of PriceWaterhouseCoopers LLP, Independent Accountants.
99.01* Press Release dated July 11, 2000.
99.02 Financial statements of Neonyoyo, Inc.
__________
*Previously filed
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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.
Dated: September 26, 2000
INTERWOVEN, INC.
By: /s/ David M. Allen
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David M. Allen
Senior Vice President, Chief Financial
Officer and Secretary
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