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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): September 30, 1999
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TenFold Corporation
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(Exact name of registrant as specified in its charter)
Delaware 333-74057 83-0302610
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
180 West Election Road, Draper, Utah 84020
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (801) 495-1010
ITEM 5 - OTHER EVENTS
Salt Lake City, UT - On September 30, 1999, TenFold Corporation ("TenFold")
entered into a Stock Purchase Agreement ("Agreement") with Barclays California
Corporation ("BarCal") whereby TenFold purchased the entire equity interest of
BarCal in its wholly-owned subsidiary The LongView Group, Inc. ("LongView").
The Agreement, which was approved by TenFold's Board of Directors and BarCal's
management, received regulatory approval and met other customary conditions of
closing. On October 7, 1999, the acquisition was closed. The acquisition will be
accounted for under the purchase method of accounting.
Pursuant to the Agreement, TenFold acquired from BarCal all of the issued
and outstanding capital stock (and any other equity interests) of LongView for
$22 million, comprised of $10 million in cash and a $12 million promissory note
from TenFold to BarCal. The promissory note is due and payable in installments
of $3 million on April 15, 2000 and $9 million on July 15, 2000. In connection
with this Agreement, the Company deposited the $10 million into an escrow
account. Concurrent with the closing of the acquisition, on October 7, 1999, the
cash was released from escrow and remitted to BarCal. Additionally, the Company
expects to recognize a charge to income for in-process research and development
related to the acquisition, which will occur in the fourth quarter.
BarCal has been a customer of LongView since 1998. BarCal has also been a
customer of TenFold since 1997 and as such has various software license and
service agreements with TenFold. BarCal signed, on September 30, 1999, an
additional Master Software License and Services Agreement, purchasing from
TenFold a multi-project license to the Universal Application and TenFold
ComponentWare products for $4 million. The $4 million was received by the
Company and has been recorded as deferred revenue pending a formal valuation of
the various components and the closing of the transaction, which will determine
the final accounting.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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99.1 Press Release issued October 5, 1999
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TENFOLD CORPORATION
(Registrant)
Date: October 14, 1999
By: /s/ Robert P. Hughes
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Robert P. Hughes
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Document
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99.1 Press Release issued October 5, 1999
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Exhibit 99.1
PRESS RELEASE
Press Contact:
Liz Tanner
TenFold Corporation
(801) 495-1010 ext. 165
[email protected]
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TenFold Agrees to Acquire The LongView Group
Acquisition of leading investment software group will extend
innovative suite of investment management applications
SALT LAKE CITY - October 5, 1999 - TenFold Corporation (Nasdaq: TENF), an
innovative software and services company, today announced that it has signed a
definitive agreement to acquire all of the stock of The LongView Group, Inc. The
LongView Group is an affiliate of Barclays Global Investors (BGI) which is part
of Barclays PLC, one of the world's largest providers of financial services.
The LongView Group develops LandMark(TM) , the investment industry's
leading institutional portfolio management and trading desk software. LongView
is also a leader in electronic trading technologies, a high-growth segment of
the financial services industry. TenFold delivers software for client
management, capital markets, account and asset servicing, and global securities
lending. This acquisition marks an opportunity for both firms to combine their
expertise and deliver a suite of applications that solve the complex challenges
in the investment management industry.
The explosive demand for Web-centric, eBusiness solutions for individual
investors, traders, small institutions and financial advisors opens up
additional opportunities for LandMark. TenFold's plans for LandMark include
adding eBusiness features that extend LongView's value proposition in both
existing and complementary markets.
"We're delighted to make The LongView Group a strategic part of our TenFold
Investment Management Group," said Gary Kennedy, president and CEO of TenFold
Corporation. "LongView has an outstanding product and a terrific reputation for
high quality service to its industry-leading clients. Their clients will benefit
from our innovation as we accelerate the pace at which we deliver new
functionality. We will benefit from the opportunity to cross-sell our products
and services to LongView clients."
The LongView Group's LandMark provides portfolio modeling, electronic
trading and compliance functionality to 50 of the world's largest and most
prestigious investment management firms. BGI is both a TenFold and LongView
customer; BGI currently uses TenFold Revenue Manager(TM) for invoicing and
revenue accounting and LandMark for trade order management.
"We see tremendous synergy between TenFold and LongView," said Andrea
Zulberti, managing director at BGI. "LongView's established industry presence
and TenFold's applications
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development expertise and technology is a great combination to create compelling
applications for investment managers."
"This is real simple," said Preston Ford, president of the LongView Group.
"TenFold's technology allows us to add functionality for traders and portfolio
managers several times faster than we could on our own. It's the best
sustainable, competitive advantage an applications software firm can have.
TenFold will also accelerate the delivery of LandMark via Web-based application
servers, reducing the support costs for our clients."
LongView and its leading product, LandMark, will retain their names.
LongView staff will remain in their current Boston and London locations under
the management of Preston Ford. Mr. Ford will report to Michele McGovern,
president of the TenFold Investment Management Group.
"Our research into this market quickly revealed that LongView was the
`best-of-class' product in the industry," said Michele McGovern, president of
the TenFold Investment Management Group. "They are the industry experts in trade
order management and electronic trading; we are experts in transaction
processing and mid- and back-office applications. Our areas of expertise
complement each other nicely. TenFold is committed to furthering LongView's
relationships with the leading investment managers it serves, and will
accelerate the delivery of new functionality and new products to this market by
leveraging an integrated technology platform."
The TenFold board of directors and the management of BGI have approved
the transaction. Completion of the transaction is subject to approval under the
Hart-Scott-Rodino Antitrust Improvements Act. TenFold will account for the
acquisition under the purchase method of accounting. TenFold will incorporate
LongView's financial results into TenFold's financial results for all future
periods beginning upon closing of the transaction. It has no effect on TenFold's
earnings for Q3 1999 or earlier periods.
"We are in the process of completing a formal appraisal of LongView's
assets and expect to have a one-time write-off of some in-process research and
development and acquisition-related expenses in Q4 1999," said Robert Hughes,
chief financial officer of TenFold. "We expect that in Q4 1999 the LongView
acquisition will have no impact on earnings before these one-time charges, and
amortization of acquisition-related intangibles. Even after amortization of
intangibles, we anticipate a neutral or positive impact upon earnings for the
year 2000 and an increasingly positive impact after 2000."
About TenFold
TenFold (Nasdaq: TENF) is an innovative software and services company that
builds large-scale, complex applications rapidly and for a fixed price. TenFold
offers the TenFold Guarantee, the industry's first money-back guarantee for
large-scale software applications: TenFold delivers applications on time, on
budget, and on target - or will refund a customer's money. TenFold applications
support multi-tiered, distributed, and Web-based environments, as well as
leading database platforms. Customers include leaders in insurance, investment
management, banking and credit, energy and utilities, healthcare,
telecommunications, and other industries. For more information, call (800)
TENFOLD or visit www.10fold.com.
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About The LongView Group
The LongView Group is an industry leader in the global trade order management
marketplace. LandMark, LongView's flagship product, provides a fully integrated
front-office solution for buy-side institutions. Dedicated to the needs of
portfolio managers, traders and compliance
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officers, LandMark offers powerful portfolio modeling, electronic trading and
pre-trade compliance. Visit LongView's Web site at www.longviewgroup.com.
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This release contains projections and other forward-looking statements that
involve risks and uncertainties that may cause actual future events or results
to differ materially from those described in the forward-looking statements.
The forward-looking statements in this release address a variety of subjects,
including for example, the delivery of new product functionality, new product
releases, future sales to new customers, the pace of business growth, and future
financial results. TenFold disclaims any intention or obligation to revise any
forward-looking statements whether as a result of new information, future
developments or otherwise. The following factors, among others, could cause
actual results to differ materially from those contained in the forward-looking
statements: risks associated with integration of LongView into TenFold's
operations, competition in the market in which LongView operates, timing of new
product releases, costs associated with the LongView acquisition, results of
appraisals of LongView's assets, results of audits of LongView's historical
results, regulatory approval, limited operating history, attraction and
retention of employees, variability of quarterly operating results,
dependability on a small number of customers, fixed-time, fixed-price contracts,
competitive factors, and protection of intellectual property. Additional
information concerning factors that could cause actual results to differ
materially from those in the forward-looking statements is contained from time
to time in documents filed by TenFold Corporation with the Securities and
Exchange Commission, including but not limited to, the most recent reports on
Form 10-Q and S-1.
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