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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
Date of Report (date of earliest event reported) October 31, 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 October 31, 2000, Interwoven, Inc. ("Interwoven") completed its
acquisition of Ajuba Solutions, Inc., a privately-held California corporation
("Ajuba") through the merger of a wholly-owned subsidiary of Interwoven with
and into Ajuba, with Ajuba continuing as the surviving corporation (the "Ajuba
Merger"). The Ajuba Merger is intended to qualify as a tax-free reorganization
and will be accounted for under the purchase method of accounting.
In connection with the Ajuba Merger, Interwoven will issue shares of
Interwoven common stock to Ajuba shareholders and assume and convert options
to purchase Ajuba stock into options to purchase Interwoven common stock. The
aggregate value of the Interwoven shares to be issued and options assumed in
the Ajuba Merger is approximately $31 million. Cash will be paid in lieu of
any fractional shares of Interwoven common stock to be issued in the Ajuba
Merger. Ten percent of the Interwoven shares being issued to Ajuba
shareholders are being held in escrow to secure certain indemnification
obligations.
In a separate transaction, on November 1, 2000, Interwoven completed its
acquisition of Metacode Technologies, Inc., a privately-held California
corporation ("Metacode") through the merger of a wholly-owned subsidiary of
Interwoven with and into Metacode, with Metacode continuing as the surviving
corporation (the "Metacode Merger"). The Metacode Merger is intended to
qualify as a tax-free reorganization and will be accounted for under the
purchase method of accounting.
In connection with the Metacode Merger, Interwoven will issue shares of
Interwoven common stock to Metacode shareholders and assume and convert
options to purchase Metacode stock into options to purchase Interwoven common
stock. The aggregate value of the Interwoven shares to be issued and options
assumed in the Metacode Merger is approximately $150 million. Cash will be
paid in lieu of any fractional shares of Interwoven common stock to be issued
in the Metacode Merger. Ten percent of the Interwoven shares being issued in
the Metacode Merger are being held in escrow to secure certain indemnification
obligations.
Interwoven is obligated to file a registration statement on Form S-3 with
the Securities and Exchange Commission to register the shares of Interwoven
common stock issued in the Ajuba Merger and the Metacode Merger. A
registration statement on Form S-8 will be filed registering the shares of
Interwoven common stock issuable upon exercise of assumed and converted Ajuba
and Metacode options.
A press release announcing the respective transactions is attached as an
exhibit to this report.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The financial statements of Ajuba and Metacode required by paragraph (a)
of Item 7 of Form 8-K are not included in this report. These financial
statements will be filed by amendment as soon as
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practicable, but not later than 60 days after the date on which this initial
report was required to be filed.
(b) Pro forma financial information.
The pro forma financial information required by paragraph (b) of Item 7 of
Form 8-K is not included in this report. This information will be filed as soon
as practicable, but not later than 60 days after the date on which this initial
report was required to be filed.
(c) Exhibits.
The following exhibits are filed herewith:
2.1 Agreement and Plan of Merger dated October 19, 2000 among Interwoven,
Inc., AJ Acquistion Corp. and Ajuba Solutions, Inc.
2.2 Agreement and Plan of Merger dated October 20, 2000 among Interwoven,
Inc., Melon Acquistion Corporation and Metacode Technologies, Inc.
99.1 Press release dated October 20, 2000.
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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: November 8, 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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EXHIBIT INDEX
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Exhibit
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2.1 Agreement and Plan of Merger dated October 19, 2000 among Interwoven,
Inc., AJ Acquistion Corp. and Ajuba Solutions, Inc.
2.2 Agreement and Plan of Merger dated October 20, 2000 among Interwoven,
Inc., Melon Acquistion Corporation and Metacode Technologies, Inc.
99.1 Press release dated October 20, 2000.
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