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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
Date of Report (Date of earliest event reported) November 2, 2000
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Portal Software, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-25829 77-0369737
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10200 South De Anza Boulevard, Cupertino, California 95014
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 572-2000
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Item 2(a). Date, Manner and Description of Transaction.
On November 2, 2000, Portal Software, Inc. acquired solution42 AG, a German
company, pursuant to an Investment Agreement dated the same date (a copy of
which is being filed herewith as an exhibit to this Current Report on Form 8-K).
In connection with this acquisition, Portal's newly created German subsidiary
issued ordinary shares to the shareholders of solution42 in exchange for all of
the outstanding shares of solution42; these shares of Portal's German subsidiary
may be exchanged for up to 7,500,000 shares of Portal common stock pursuant to
an option Portal granted to the shareholders of solution42 in the Investment
Agreement. Portal also has the option under certain circumstances, to force such
an exchange. 681,812 of the 7,500,000 shares of Portal common stock which are
issuable in connection with the acquisition are subject to an earn-out which is
contingent upon retention of solution42's key employees for two years. The earn-
out is proportionately reduced for each such employee that leaves the employ of
Portal prior to the end of such two year period. This acquisition will be
accounted for by Portal as a purchase. Portal will take a one-time charge for
purchased in-process research and development expenses and certain acquisition
costs in the fourth quarter of its 2001 fiscal year.
The foregoing description of the Investment Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of such document. A copy of the
Investment Agreement is filed as an exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Item 7(a). Financial Statements of Businesses Acquired.
The required financial information of solution42 AG will be filed by
Portal Software by amendment within the prescribed time period.
Item 7(b). Pro Forma Financial Information.
The required financial information of solution42 AG will be filed by
Portal Software by amendment within the prescribed time period.
Item 7(c). Exhibits. The following exhibits are being filed with this
Current Report on Form 8-K:
Exhibit No. Description
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2.1 Investment Agreement dated as of November 2, 2000 by
and among Portal Software, Inc., Helianthus
Vermoegensverwaltunggesellschaft mbH and the
shareholders of solution42 AG.
2.2 Agreement dated as of November 2, 2000 by and among
Portal Software, Inc., Helianthus
Vermoegensverwaltunggesellschaft mbH, Arno Schlosser,
as Shareholder Agent for the shareholders of solution42
AG, and U.S. Bank Trust National Association, as Escrow
Agent.
99.1 Press release issued by Portal Software, Inc. on
November 2, 2000.
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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.
Dated: November 9, 2000
PORTAL SOFTWARE, INC.
By: /s/ Jack L. Acosta
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Jack L. Acosta
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Investment Agreement dated as of November 2, 2000 by
and among Portal Software, Inc., Helianthus
Vermoegensverwaltunggesellschaft mbH and the
shareholders of solution42 AG.
2.2 Agreement dated as of November 2, 2000 by and among
Portal Software, Inc., Helianthus
Vermoegensverwaltunggesellschaft mbH, Arno Schlosser,
as Shareholder Agent for the shareholders of solution42
AG, and U.S. Bank Trust National Association, as Escrow
Agent.
99.1 Press release issued by Portal Software, Inc. on
November 2, 2000.
