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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 18, 1999
Date of report (Date of earliest event reported)
INFORMATION ADVANTAGE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-23475 41-1718445
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
7905 Golden Triangle Drive, Suite 190, Eden Prairie, Minnesota 55344-7227
(Address of Principal Executive Offices, including Zip Code)
(612) 833-3700
(Registrant's Telephone Number, including Area Code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Pursuant to a tender offer commenced on July 21, 1999 (the "Offer"),
Sterling Acquisition Corp., (the "Purchaser"), a Delaware corporation and a
wholly owned subsidiary of Sterling Software, Inc. ("Parent"), a Delaware
corporation, offered to purchase for cash, at a price of $6.50 per share, all
outstanding shares of common stock, $0.01 par value per share, including the
associated preferred stock purchase rights (the "Shares") of Information
Advantage, Inc., (the "Company"), a Delaware corporation.
The Offer expired at 12:00 midnight, New York City time, on August 17,
1999. On August 18, 1999, the Purchaser accepted for payment and purchased
24,288,270 of the Company's Shares, or 93.8% of the 25,883,268 Shares
outstanding.
Pursuant to various Stockholders' Agreements entered into separately with
the Purchaser, various officers and directors of the Company, as well as a
number of significant stockholders of the Company, tendered in the Offer
approximately 25% of the outstanding Shares of the Company. A form of these
agreements was filed as Exhibit (c)(2) to the Schedule 14D-9,
"Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934," which was filed by the Company on July 21,
1999 pertaining to the tender offer for the Shares of the Company (the "Schedule
14D-9").
As of August 18, 1999, other than Purchaser, there are no persons or
entities which beneficially own more than 5% of the Company's outstanding
Shares. As of August 18, 1999, none of the current directors or executive
officers of the Company, individually or collectively, and none of the persons
who were directors or executive officers of the Company as of the filing of the
Company's Schedule 14D-9, individually or collectively, beneficially own more
than 1% of the Company's outstanding Shares.
The Purchaser obtained the funds required to purchase the tendered Shares
(approximately $157,873,755.50 for the 24,288,270 Shares), from its Parent,
either directly or indirectly, in the form of capital contributions and/or
loans. Parent provided such funds, either directly or indirectly, through its
cash and cash equivalents on hand.
The merger agreement (the "Merger Agreement"), filed as part of the
Company's Schedule 14D-9, contains a provision whereby, promptly after (i) the
purchase of and payment for any Shares by Purchaser or any of its affiliates as
a result of which Purchaser or any of its affiliates own beneficially at least a
majority of the then outstanding Shares and (ii) compliance with Section 14(f)
of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated
thereunder, whichever occurs later, Parent shall be entitled to designate such
number of directors, rounded to the next whole number, on the Company's board of
directors as is equal to the product of the total number of directors on the
Company's board of directors (giving effect to any increase in the size of such
board) multiplied by the percentage that the number of Shares beneficially owned
by Purchaser at such time (including Shares accepted for payment) bears to the
total number of Shares then outstanding (such persons, the "Parent Designees").
In furtherance thereof, the Company shall, upon request of Parent, use its best
efforts promptly either to increase the size of the
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Company's board of directors or to secure the resignations of such number of its
incumbent directors, or both, as is necessary to enable the Parent Designees to
be so elected or appointed to the Company's board of directors, and the Company
shall take all actions available to the Company to cause such Parent designees
to be so elected or appointed. At such time, the Company shall, if requested by
Parent, also take all action necessary to cause persons designated by Parent to
constitute at least the same percentage (rounded up to the next whole number) as
Parent is entitled to designate on the Company's board of directors of (i) each
committee of the Company's board of directors; (ii) each board of directors (or
similar body) of each subsidiary of the Company; and (iii) each committee (or
similar body) of each such board. Notwithstanding the foregoing, Purchaser,
Parent and the Company have agreed to use their respective reasonable best
efforts to ensure that at least two of the members of the Company board shall at
all times prior to the Effective Time, be persons who were directors of the
Company on the date of the Merger Agreement. The names of the Parent Designees
is set forth under the caption "Information Concerning Directors and Executive
Officers of Parent and Purchaser" contained in Schedule I of the Schedule 14D-1
"Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange
Act of 1934" filed by Parent and Purchaser on July 21, 1999. Upon Purchaser's
acceptance and purchase of the tendered Shares, five of the Company's incumbent
directors resigned, four of the vacancies created by such resignations were
filled by the appointment of Sterling L. Williams, Geno P. Tolari, R. Logan Wray
and Don J. McDermett, Jr. to the Company's board of directors and the size of
the Company's board of directors was reduced from seven to six members. To the
Company's knowledge, none of these directors have any beneficial interest in the
Shares of the Company.
The Merger Agreement further provides that as soon as practicable after the
purchase of Shares pursuant to the Offer and the satisfaction of the other
conditions set forth in the Merger Agreement and in accordance with the Delaware
General Corporation Law, Purchaser will be merged with and into the Company (the
"Merger"). Following the consummation of the Merger, the Company will continue
as the surviving corporation and will become a wholly owned subsidiary of the
Parent. At the effective time of the Merger (the "Effective Time"), each Share
issued and outstanding immediately prior to the Effective Time (other than
Shares held by Parent or the Purchaser or any other subsidiary of Parent and
Shares held by stockholders of the Company who have properly perfected their
dissenters' rights, if any, under Delaware law) shall, by virtue of the Merger
and without any action on the part of the Purchaser, the Company or the holder
thereof, be converted into and shall become the right to receive $6.50 in cash,
without interest.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
2.1 Schedule 14D-9 for the Company "Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934."
(Incorporated by reference to the Schedule 14D-9 filed by the Company
with the Securities and Exchange Commission on July 21, 1999).
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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 on August 19, 1999.
INFORMATION ADVANTAGE, INC.
By:/s/ Don J. McDermett, Jr.
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Don J. McDermett, Jr.
Vice President and Secretary
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