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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): December 23, 1999
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MicroStrategy Incorporated
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-24435 51-0323571
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(State or Other Jurisdiction (Commision File (IRS Employer
of Incorporation Number) Identification No.)
8000 Towers Crescent Drive, Vienna, Virginia 22182
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 848-8600
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On December 23, 1999, MicroStrategy Incorporated (the "Company") completed
its acquisition of the intellectual property and other intangible assets
relating to NCR's TeraCube business (the "TeraCube Assets"). The Company will
develop the TeraCube Assets as a business intelligence platform for data
warehouses using NCR's Teradata database. The Company issued 283,186 shares of
its Class A Common Stock to NCR in connection with the purchase of the TeraCube
Assets. The Company also has entered into an agreement with NCR pursuant to
which NCR has the right to cause the Company to undertake to register such
shares under the Securities Act of 1933, as amended.
As a result of this transaction, MicroStrategy will record a one-time, non-
cash charge of $2.8 million for in-process research and development in the
fourth quarter of 1999.
The full text of the Company's press release issued in connection with
these matters is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release dated October 4, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MICROSTRATEGY INCORPORATED
Date: January 7, 2000 By: /s/ Mark Lynch
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Mark Lynch
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated October 4, 1999.
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Exhibit 99.1
News Release [MicroStrategy Logo] [NCR Logo]
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For more information contact:
Lisa Nolan Elizabeth Berglund or Mark Haviland
MicroStrategy Incorporated Edelman Public Relations Worldwide
(703) 848-8692 (212) 704-4527 or 8285
[email protected] [email protected]
Michael Quint Holly Michael
MicroStrategy Incorporated NCR Corporation
(703) 714-6705 (937) 445-6086
[email protected] [email protected]
For release on October 4, 1999
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NCR Corporation and MicroStrategy Ink $52.5 Million Agreement
ORLANDO, Florida - NCR Corporation (NYSE:NCR) and MicroStrategy(R) Incorporated
(NASDAQ:MSTR) today announced that the two companies have signed a
comprehensive, multi-year $52.5 million licensing and technology agreement. The
agreement includes an investment by both companies in technology infrastructure,
integration, and marketing - spanning e-business, business intelligence, and
customer-centric data warehouse applications.
Under the terms of the partnership, NCR signed a $27.5 million OEM
agreement for MicroStrategy's entire suite of Intelligent E-Business(TM)
products and services, including MicroStrategy Intelligence Server(TM),
MicroStrategy Web(TM), MicroStrategy Telecaster(TM), MicroStrategy
Broadcaster(TM) and MicroStrategy InfoCenter(TM). NCR's existing customer
relationship management and e-business offerings, which include NCR's
Teradata(R) Warehouse, NCR Relationship Optimizer(TM), NCR Marketing Agent(TM)
and NCR InterRelate+(TM), will now be complemented by MicroStrategy's suite of
products, enabling companies to leverage the power of business intelligence into
preference-based relationships with their customers. The agreement also
includes several ongoing royalty streams associated with the reselling of
MicroStrategy's products and personal information services.
In addition, MicroStrategy has chosen to purchase an NCR Teradata
Warehouse worth $11 million to power the Strategy.com(TM) network, the world's
first Personal Intelligence Network(TM). NCR's Teradata is the leading platform
for meeting the demands of the largest data warehouses in the world, and can
scale to manage the millions of consumer preferences and information that will
be captured by Strategy.com.
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"As MicroStrategy empowers organizations to develop Intelligent E-
Business solutions, it is important to align with the right companies who share
our vision for Intelligence Everywhere(TM)," said Michael J. Saylor, president
and CEO of MicroStrategy Incorporated. "NCR Teradata provides a scalable, robust
platform for Strategy.com. NCR has an excellent customer base, and understands
the value of providing intelligence to power e-business. We believe there are
tremendous synergies between the two companies, and we look forward to a
relationship that will benefit all of our shared customers."
As part of the OEM agreement, NCR will become a master affiliate of
Strategy.com. Strategy.com delivers up-to-the-minute information on finance,
news, sports, traffic, weather and other subjects of interest via e-mail, pager,
fax, the Internet and other personal digital assistants, while allowing
consumers to protect their privacy and preferences.
As a master affiliate, NCR will join the network, sell Strategy.com
affiliations, and sell MicroStrategy products and services to enable businesses
to incorporate and leverage their own information into customer intelligence
channels that can be offered through the Strategy.com network. This will enable
NCR's customers to develop one-to-one relationships and strengthen loyalty with
their customers. Strategy.com will become an integral part of NCR's customer-
centric data warehouse and e-business offerings.
"The forward-looking e-business partnership between NCR and
MicroStrategy can help move both companies into the next era of data warehousing
and business intelligence," said Aaron Zornes, vice president of META Group's
Application Delivery Strategies and conference chairman for DCI's Data Warehouse
Conference series. "A joint offering such as this can bring the power of data
warehousing into the hands of the consumer - providing them with immediate
access to information based on their individual preferences."
As part of the agreement, MicroStrategy will provide NCR's future OLAP
technology. MicroStrategy has agreed to purchase NCR's TeraCube(TM) business
and all related intellectual property in exchange for $14 million in
MicroStrategy stock. NCR and MicroStrategy will offer the industry's most
capable business intelligence platform for Teradata Warehouses by leveraging the
strengths of both companies' OLAP technology. MicroStrategy will develop
TeraCube 2.0, built on MicroStrategy's Intelligent E-Business Platform and
optimized for NCR's Teradata database, to handle the high scalability and
analytical requirements of NCR's customer base.
"As NCR expands its growth in the business intelligence and e-business
markets, it is critical to form strategic partnerships with companies that share
NCR's strategic vision," said Mark Hurd, senior vice president of NCR's National
Solutions Group. "By bringing together the combined expertise and products of
NCR and MicroStrategy into our customer-centric Teradata Warehouse solutions,
NCR will enable companies to develop e-business offerings that utilize
intelligence, realizing that joint vision. This
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will help businesses not only understand customers, but reach them with the
right message at the right time via any communications channel. We are pleased
to enter into this strategic partnership with MicroStrategy to bring these
e-business warehouse solutions to market."
Bringing Innovative E-Business Solutions to Market
MicroStrategy and NCR will offer e-business customer care solutions
through an expanded set of touch points, including e-mail, pager, fax, phone,
the Internet and other personal digital assistants (PDAs). Examples of
Intelligent E-Business solutions include:
. Customer Care Solutions - Companies could promote highly personalized
product offerings that take into account customer preferences and
purchasing habits. For example, a video store could provide a premium
reservation service that proactively informs customers of new movies that
would be of interest to them, and reserves the movie at the closest store
location.
. Cross Selling from Brick-and-Mortar to Click-and-Mortar - Companies can
leverage their existing brick-and-mortar information to drive customers to
their online offerings. For example, a large conglomerate may wish to
target those customers who have recently bought baby-related products with
their credit card for a promotion on their web site of minivans.
Joint Customers Benefit from Agreement
Currently, MicroStrategy and NCR's business intelligence products are
working together in more than 40 joint customer environments across a number of
industries around the world. Organizations including Kmart, The Limited and
Office Depot have implemented combined solutions that clearly demonstrate the
value the two companies can add to the operations of market-leading
organizations.
In addition to their current joint customers, this agreement will provide
value to companies interested in developing medium-to-very-large customer and
product-centric data warehouses or who have plans to publish warehouse content
for consumers outside their organization.
"These large scale, large user data warehouses have a unique set of high
performance and sophisticated analytical requirements," notes Sanju Bansal,
Chief Operating Officer at MicroStrategy. "MicroStrategy and NCR are both
leaders in their respective markets and are well positioned to provide the
scalable data warehouse platform via Teradata, and the strong analytics,
personalization, and multi-channel broadcast capabilities via MicroStrategy,
needed to develop CRM or E-marketing applications."
About MicroStrategy Incorporated
MicroStrategy is a leading worldwide provider of e-business intelligence
software and related services. MicroStrategy's product line enables both
proactive and interactive delivery of information from
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large-scale databases, providing Global 2000 enterprises a platform for
developing solutions that deliver insight and intelligence to their enterprise,
supply-chain and customers.
MicroStrategy's platform enables users to query and analyze the most
detailed, transaction-level databases, turning data into business intelligence.
In addition to supporting internal enterprise users, MicroStrategy's platform
delivers critical business information beyond corporate boundaries to customers,
partners and supply-chain constituencies through a broad range of pull and push
technology such as the Internet, e-mail, telephones, pagers and other wireless
communications devices. MicroStrategy's platform is ideal for developing e-
business solutions that are personalized and proactive, and that reach millions
of users. MicroStrategy also offers a comprehensive set of consulting, training
and support services for its customers and partners. For more information,
please visit MicroStrategy's Web site: http://www.microstrategy.com.
About NCR Corporation
NCR Corporation (NYSE:NCR) is a recognized world leader in data warehousing
solutions, ATMs, point-of-sale, high performance scanners and support services
for the retail, financial, communications, airlines and insurance markets.
NCR's business solutions are built on the foundation of the company's long-
established industry knowledge and consulting expertise, value-adding software,
global customer support services, a complete line of consumable and media
products, and world-leading hardware technology. More information about NCR and
its products may be found on the Internet at http://www.ncr.com
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NCR Teradata and NCR are registered trademarks and Relationship Optimizer,
Marketing Agent and InterelatePlus are trademarks of NCR Corporation.
MicroStrategy, Intelligent E-Business, Personal Intelligence Network,
Intelligence Everywhere, MicroStrategy Web, MicroStrategy Broadcaster,
MicroStrategy Intelligence Server, MicroStrategy InfoCenter and Strategy.com are
either trademarks or registered trademarks of MicroStrategy Incorporated in the
United States and certain other countries. Other product and company names
mentioned herein may be the trademarks of their respective owners.
This press release includes statements that may constitute "forward-looking"
statements, usually containing the words "believe," "estimate," "project,"
"expect" or similar expressions. Forward-looking statements inherently involve
risks and uncertainties that could cause actual results to differ materially
from the forward-looking statements. Factors that could cause or contribute to
such differences include continued acceptance of the Company's products in the
marketplace, the timing of significant orders, delays in the Company's ability
to develop or ship new products, market acceptance of new products, competitive
factors, general economic conditions, currency fluctuations, and other risks
detailed in the Company's registration statements and periodic reports filed
with the Securities and Exchange Commission. By making these forward-looking
statements, the Company undertakes no obligation to update these statements for
revisions or changes after the date of this release.
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