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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 25, 2000
pcOrder.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-25447 74-2720849
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
5001 Plaza on the Lake, Austin, Texas 78746
(Address of principal executive offices) (Zip Code)
(512) 684-1100
(Registrant's telephone number, including area code)
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events.
On October 25, 2000, the Registrant entered into an Agreement and Plan of Merger
with Trilogy Software, Inc. and POI Acquisition Corp., Inc. A copy of the
agreement is attached hereto as Exhibit 2.
Reference is made to the agreement filed herewith for further information.
pcOrder security holders and any potential investors in pcOrder stock are
advised to carefully read the tender offer/going private statement on Schedule
TO, the solicitation/recommendation statement on Schedule 14D-9 and any other
documents pcOrder or Trilogy files with the Securities and Exchange Commission
in connection with the proposed tender offer or merger when they become
available because they will contain important information about the proposed
transaction. Investors and security holders may obtain free copies of these
documents (when available) and other documents filed by pcOrder or Trilogy at
the SEC's website at www.sec.gov. These documents (when available) may also be
obtained for free by contacting Tiffany O'Brien at pcOrder (512.684.1171) or
Jeanne McNeil at Trilogy (512.794.5900).
Item 7. Exhibits
2. Agreement and Plan of Merger, dated as of October 25, 2000, by and among
Trilogy Software, Inc., POI Acquisition Corp., Inc., and Registrant.
Schedules and similar attachments to this Exhibit have not been filed. The
Registrant will furnish supplementally a copy of any omitted schedule to
the Commission upon request.
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.
pcOrder.com, Inc.
Date: October 26, 2000 By: /s/ Richard Friedman
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Richard Friedman
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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2. Agreement and Plan of Merger, dated as of October 25, 2000, by and
among Trilogy Software, Inc., POI Acquisition Corp., Inc., and
Registrant. Schedules and similar attachments to this Exhibit have
not been filed. The Registrant will furnish supplementally a copy
of any omitted schedule to the Commission upon request.
