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UNITED STATES
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
January 16, 2001
Date of Report
(Date of earliest event reported)
WEBTRENDS CORPORATION
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(Exact name of registrant as specified in its charter)
Oregon 0-25215 93-1123283
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
851 S.W. Sixth Avenue, Suite 1200
Portland, Oregon 97204
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(Address of principal executive offices, including zip code)
(503) 294-7025
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On January 16, 2001, WebTrends Corporation, an Oregon corporation (the
"Company"), NetIQ Corporation, a Delaware Corporation ("NetIQ") and North
Acquisition Corporation, an Oregon corporation and a wholly-owned subsidiary of
NetIQ ("Merger Sub"), entered into a definitive Agreement and Plan of Merger
(the "Merger Agreement"). Pursuant to the Merger Agreement and subject to the
terms and conditions set forth therein, Merger Sub will be merged with and into
the Company (the "Merger"), with the Company surviving the Merger and becoming a
wholly owned subsidiary of NetIQ. At the effective time of the Merger, each
outstanding share of the Company's common stock will be converted into the right
to receive 0.48 of a share of NetIQ common stock. The transaction is expected to
be completed in the first or second calendar quarter of 2001. The Company
expects the transaction to be accounted for as a purchase.
A copy of the press release containing the foregoing announcement is
attached hereto as Exhibit 99.1, and is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
Exhibit Number Description
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99.1 Press Release
99.2 Agreement and Plan of Merger dated as of January 16,
2001 among WebTrends Corporation, NetIQ Corporation
and North Acquisition Corporation
99.3 Voting Agreement dated as of January 16, 2001, between
NetIQ Corporation, Elijahu Shapira, W. Glen Boyd and
Michael Burmeister-Brown
99.4 Form of Employment Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
WEBTRENDS CORPORATION
Dated: January 18, 2001
By: /s/ Bradley J. Thies
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Bradley J. Thies
Secretary
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INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Press Release
99.2 Agreement and Plan of Merger dated as of January 16,
2001 among WebTrends Corporation, NetIQ Corporation
and North Acquisition Corporation
99.3 Voting Agreement dated as of January 16, 2001, between
NetIQ Corporation, Elijahu Shapira, W. Glen Boyd and
Michael Burmeister-Brown
99.4 Form of Employment Agreement
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