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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
December 14, 1999
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Date of Report (date of earliest event reported)
PRIMUS KNOWLEDGE SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Washington
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(State or other jurisdiction of incorporation)
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0-26273 91-1350484
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(Commission File Number) (IRS Employer Identification No.)
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Primus Knowledge Solutions, Inc.
1601 Fifth Avenue, Suite 1900
Seattle, Washington 98101
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(Address including zip code of registrant's principal executive offices)
(206) 292-1000
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On December 14, 1999, pursuant to an Agreement and Plan of Merger, dated as
of December 12, 1999 (the "Merger Agreement"), by and among Primus Knowledge
Solutions, Inc., a Washington corporation ("Primus," or the "Company"), San
Antonio Acquisition, Inc., a Washington Corporation and wholly owned subsidiary
of Primus ("Merger Sub") and Imparto Software Corporation, a California
corporation ("Imparto"), Merger Sub was merged with and into Imparto, with
Imparto being the surviving corporation (the "Merger").
Imparto is a provider of business-to-business mid-market solutions for
building relationship-enabled websites that drive customer acquisition and
customer satisfaction. Imparto was incorporated in California in 1995.
In connection with the Merger, Primus issued 1,000,000 shares of Primus
common stock, $.025 par value per share (the "Total Merger Consideration") and
assumed all outstanding options and warrants of Imparto. Such consideration was
determined in arms-length negotiations between Primus and Imparto. The Total
Merger Consideration will be allocated between (i) the portion to be received by
the holders of Imparto's preferred stock and common stock (the "Net Merger
Consideration"), and (ii) the portion issuable to the holders of Imparto's
options and warrants upon the respective exercise or conversion thereof (the
"Option Merger Consideration"). The Net Merger Consideration and the Option
Merger Consideration was paid to the Imparto shareholders as follows:
Holders of Imparto common stock received 0.0767 of a share of Primus common
stock in the Merger for each share of Imparto common stock they held, and the
holders of Imparto Series D preferred stock received 0.1167 of a share of Primus
common stock for each share of Imparto Series D preferred stock they held. All
outstanding shares of Imparto Series A, Series B and Series C preferred stock
were converted into Imparto common stock prior to the effective time of the
merger.
Options outstanding to purchase shares of Imparto common stock, whether or
not vested or exercisable, were assumed by Primus and constitute an option to
acquire shares of Primus common stock, on substantially the same terms as were
applicable under the assumed option.
Warrants outstanding to purchase capital stock of Imparto were assumed by
Primus and constitute a warrant to acquire shares of Primus common stock, on
substantially the same terms and conditions as were applicable under the assumed
warrant.
The Merger will be accounted for as a pooling of interest.
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Pursuant to the Merger Agreement, the shareholders of Imparto have agreed
to indemnify and hold Primus and its affiliates harmless from losses that Primus
or its affiliates may suffer as a result of (1) any inaccuracy or
misrepresentation in, or breach of, any representation or warranty made by
Imparto in the Merger Agreement or related agreements; and (2) any failure by
Imparto or the shareholders of Imparto to perform or comply, in whole or in
part, with any covenant or agreement in the Merger Agreement or related
agreements. A total of 10% of the Net Merger Consideration has been deposited
with an escrow agent to secure these indemnification obligations.
The description of the Merger Agreement herein, which is filed as an
exhibit to this Form 8-K, is qualified in its entirety by reference to the full
text of the agreement.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Business Acquired.+
(b) Pro Forma Financial Information.+
(c) Exhibits
2.01 Agreement and Plan of Merger, dated as of December 12, 1999 by
and among, Primus Knowledge Solutions, Inc., San Antonio
Acquisition, Inc. and Imparto Software Corporation.*
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+ To be filed by amendment within 60 days of the date of this report on
Form 8-K.
* Incorporated by reference to exhibits to the registrants current
report on Form 8-K, filed with the Securities and Exchange Commission
on December 13, 1999.
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.
PRIMUS KNOWLEDGE SOLUTIONS, INC.
/s/ Elizabeth J. Huebner
Date: December 29, 1999
Elizabeth J. Huebner
Executive Vice President and Chief Financial
Officer
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Exhibit Index
2.01 Agreement and Plan of Merger, dated as of December 12, 1999 by and among,
Primus Knowledge Solutions, Inc., San Antonio Acquisition, Inc. and
Imparto Software Corporation.*
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* Incorporated by reference to exhibits to the registrant's current report on
Form 8-K, filed with the Securities and Exchange Commission on December 13,
1999.
