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 20, 2000
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SOFTQUAD SOFTWARE, LTD.
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(Exact name of registrant as specified in its charter)
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DELAWARE 0-26327 65-0877744
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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161 EGLINTON AVENUE EAST, SUITE 400, TORONTO, ONTARIO, CANADA M4P 1J5
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 416-544-9000
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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
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On November 20, 2000, the Registrant completed its acquisition (the
"Acquisition") of all of the outstanding securities of Advanced Data Engineering
Inc. ("ADEi"). ADEi is a leading provider of content transformation solutions
that enable organizations to convert large volumes of existing data from
multiple sources into XML, the industry standard co-authored by SoftQuad.
The Acquisition was made pursuant to an Agreement and Plan of
Reorganization ("Agreement"). Under the Agreement, the Registrant, agreed to
purchase ADEi for a purchase price of $4,802,449 which was satisfied by the
issuance of common stock of the Registrant. based on the fair market value of
the common stock for thirty (30) consecutive trading days prior to November 15,
2000, or $6.40 per share. The purchase price is subject to working capital
adjustments.
Pursuant to the Agreement, the Registrant issued 750,383 shares of
Common Stock in exchange for all the outstanding common shares of ADEi. Also
pursuant to the agreement, option holders in ADEi converted vested options in
ADEi for 80,770 vested options of the Registrant. After giving effect to the
Acquisition, the aggregate number of shares of Common Stock outstanding on
November 20,2000, on a fully diluted basis, was 26,972,925.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Businesses Acquired.
Not filed herewith. Pursuant to Item 7(a)(4) of Form 8-K, the
Registrant hereby undertakes to file such information by amendment to
this report as soon as it is available and in any event by February 3,
2001.
(b) Pro Forma Financial Information.
Not filed herewith. Pursuant to Item 7(a)(4) of Form 8-K, the
Registrant hereby undertakes to file such information by amendment to
this report as soon as it is available and in any event by February 3,
2001
Exhibits
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2.1 Agreement and Plan of Reorganization, dated November 15, 2000
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SIGNATURES
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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.
SOFTQUAD SOFTWARE, LTD.
(the Registrant)
Dated: December 5, 2000 By: /s/ Roberto Drassinower
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Roberto Drassinower
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Number Description
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2.1 Agreement and Plan of Reorganization
