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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): June 1, 1999
FUNDTECH LTD.
(Exact Name of Registrants as Specified in their Charters)
ISRAEL
(State or Other Jurisdiction of Incorporation)
333-08304 N/A
(Commission File Numbers) (I.R.S. Employer Identification Nos.)
C/O FUNDTECH CORP.
30 MONTGOMERY STREET, SUITE 501
JERSEY CITY, NEW JERSEY 07302
(Address of Principal Executive Offices) (Zip Code)
(201) 946-1100
(Registrants' Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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NY2:\571655\01\C93B01!.DOC\46984.0004
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Item 5. Other Events.
On June 8, 1999, Fundtech Ltd. ("Fundtech") entered into a Share
Purchase Agreement (the "Agreement"), dated as of June 1, 1999, with
Biveroni Batchelet Partners AG, a Swiss corporation ("BBP") and its
shareholders (the "Sharehlders"), pursuant to which Fundtech will
purchase all of the outstanding shares of BBP from the Shareholders for
an aggregate purchase price of approximately $13,000,000, of which 75%
will be paid in cash and 25% in stock. The consummation of the
transactions contemplated by the Agreement (the "Closing") is subject
to certain conditions, including obtaining required governmental
consents. The Closing is expected to take place no later than June 15,
1999.
Fundtech issued a press release on June 8, 1999, announcing the
execution of the Agreement. A copy of the press release is attached
hereto as Exhibit 99.1.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
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99.1 Press Release dated June 8, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their
behalf by the undersigned thereunto duly authorized.
FUNDTECH LTD.
(Registrant)
By: /s/ Reuven Ben-Menachem
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Date: June 11, 1999 Reuven Ben-Menachem
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release dated June 8, 1999.
TUESDAY JUNE 8, 6:39 PM EASTERN TIME
COMPANY PRESS RELEASE
FUNDTECH LTD. ANNOUNCES ACQUISITION OF BIVERONI BATSCHELET PARTNERS AG
ACQUIRES PLATFORM FOR EUROPEAN EXPANSION AND SERVICE BUREAU TECHNOLOGY
JERSEY CITY, N.J.--(BUSINESS WIRE)--June 8, 1999-- Fundtech Ltd. (Nasdaq:FNDTF -
news) announced today that it has signed an agreement to acquire Biveroni
Batschelet Partners AG (BBP), the leading provider of Electronic Payment
solutions in Switzerland. The purchase price is approximately $13 million, 75%
payable in cash and 25% payable in Fundtech common stock. The deal is expected
to close by June 15, 1999.
BBP has a client base of approximately 100 banks located in Switzerland,
Germany, France and the United Kingdom. BBP's products are used to process
Electronic Payment transactions through the Swiss Interbank Clearing system, as
well as for clearing international S.W.I.F.T. payments, Euro transactions and
stock exchange security trades. BBP operates a service bureau, used by over 50
of its bank customers, allowing them to outsource their transaction processing
and settlement functions. This service bureau technology provides BBP with a
highly leveragable business model for expanding throughout Europe, enabling
banks to capitalize on the convergence of traditional banking functions and
global electronic commerce.
"This transaction is an important strategic step for Fundtech," said Reuven
Ben-Menachem, Fundtech's Chairman and CEO. "BBP's impressive penetration of the
Swiss market and its proven expertise in the innovation and marketing of
Electronic Payment solutions make it an ideal partner for Fundtech. The
acquisition complements a key component of our strategy, which is to offer
Electronic Banking solutions on an outsourced, `service bureau' basis. We
believe that the combination of BBP's highly successful service bureau model and
Fundtech's leadership in the European marketplace creates tremendous potential
for expansion in Europe, specifically Germany and France, enabling Fundtech to
reinforce and expand its position globally as a premier provider of Electronic
Payment and Banking solutions. In addition, BBP's service bureau technology adds
a crucial component for the implementation of Fundtech's Internet-based offering
for banks and businesses."
"We are excited to join forces with Fundtech," said Jon Biveroni, Founder and
Managing Director of BBP. "The combination of our service bureau technology and
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Fundtech's marketing and development resources leaves us strongly positioned to
expand across the rapidly growing and integrating European payment and
securities markets, providing banks and corporations throughout Europe with a
powerful solution for their electronic commerce transaction needs."
Headquartered in Baden, Switzerland, BBP was founded in 1984 to provide
electronic payments solutions for the Swiss banking industry and has since grown
to over 25 employees.
Fundtech is a leading provider of software solutions that facilitate e-commerce
and e-banking by enabling businesses and their banks to electronically manage
cash, process payments and transfer funds. The Company's client/server software
products automate the process of transferring funds among corporations, banks
and clearance systems and enable businesses to manage global cash positions
efficiently and in real-time.
Certain statements contained herein, including statements regarding the
development of the Company's services, markets, product functionality and future
demand for the Company's products services and other statements regarding
matters that are not historical facts, are forward-looking statements (as
defined in the Private Securities Litigation Reform Act of 1995). Such
forward-looking statements include risks and uncertainties; consequently, actual
results may differ materially from those expressed or implied thereby. Factors
that could cause actual results to differ materially include, but are not
limited to, variability of quarterly operating results, dependence on key
personnel, ability to effectively manage growth, risks associated with rapid
technological advances, risks associated with possible acquisitions, any
integration of those acquisitions into the company's present business, risks
associated with the Company's strategic partnerships, various project associated
risks, including internet projects, substantial competition, risks associated
with intellectual property rights, risks associated with international
operations and other risk factors listed from time to time in the Company's
filings and reports.
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Contact:
Fundtech Ltd.
Michael Carus
Executive Vice President & CFO
201-946-1100
or
Morgen-Walke Associates
Connie Bienfait/Randy Hecht
Press: Brian Maddox
212-850-5600
