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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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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 30, 2000
EXCHANGE APPLICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-24679 04-3338916
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
89 South Street, Boston, Massachusetts 02111
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code (617) 737-2244
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Item 2. Acquisition or Disposition of Assets.
On June 30, 2000, Exchange Applications, Inc., a Delaware
corporation ("Exchange") and a leading provider of customer
optimization software products and services, acquired via a triangular
merger all of the issued and outstanding shares of capital stock of
Customer Analytics Holdings, Inc. ("CAH"), a software development
company incorporated under Delaware law, from all of the shareholders
thereof.
The aggregate consideration paid by Exchange to the CAH
shareholders consisted of approximately $139 million of Exchange common
stock, par value $.001 per share. The June 30, 2000 closing price of
Exchange common stock used in calculating the consideration was $26.62.
the terms of the agreement were determined in arm's-length negotiations
between Exchange and CAH.
All other information required by Item 2 is set forth in the
merger agreement and press release filed, respectively, as Exhibit 2
and Exhibit 99.1 hereto, and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Exhibit 2 Agreement and Plan of Merger and
Reorganization, dated as of June 6, 2000, by
and among Exchange, CAH Acquisition Corp., a
Delaware corporation and a wholly owned
subsidiary of Exchange, CAH and certain
shareholders of CAH; includes Annex A, the
form of Escrow Agreement (does not include
other Exhibits or Schedules; Exchange will
furnish a copy of any such omitted exhibit
or schedule to the Commission upon request).
Exhibit 99.1 Press Release of Exchange, dated June
8, 2000, announcing the acquisition of CAH.
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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.
EXCHANGE APPLICATIONS, INC.
By: /s/ Andrew J. Frawley
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Andrew J. Frawley
Chairman of the Board, President and CEO
Dated: July 12, 2000
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EXHIBIT INDEX
Exhibit No. Description
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2 Agreement and Plan of Merger and Reorganization,
dated as of June 6, 2000, by and among Exchange,
CAH Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Exchange, CAH and certain shareholders
of CAH; includes Annex A, the form of Escrow Agreement (does
not include other Exhibits or Schedules; Exchange will
furnish a copy of any such omitted exhibit or schedule to
the Commission upon request).
99.1 Press Release of Exchange, dated June 8, 2000, announcing
the acquisition of CAH.
