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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 27, 2000
BACKWEB TECHNOLOGIES LTD.
(Exact name of registrant as specified in charter)
Israel 0-26241 N/A
(State or other (Commission file number) (IRS Employer
jurisdiction of Identification No.)
of incorporation)
3 Abba Hillel Street, Ramat-Gan,
Israel 52136
(Address of principal executive offices)
Company's telephone number, including area code: (972) 3-7518464
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Item 2. Acquisition or Disposition of Assets.
On June 27, 2000, BackWeb Technologies Ltd. ("BackWeb" or the "Company")
completed its acquisition (the "Acquisition") of the software and intellectual
property owned, licensed or developed by Mobix Communications Ltd., a company
incorporated under the laws of the State of Israel ("Mobix") pursuant to a
Software and Asset Purchase Agreement among the Company, Mobix and Ester Hemli,
the principal shareholder of Mobix. As consideration in the Acquisition, Mobix
received (i) a cash payment of $9.6 million, and (ii) a number of ordinary
shares of BackWeb equal to $2.9 million in value, based on the average daily
closing price of BackWeb ordinary shares for the 15 consecutive trading days
immediately preceding the closing of the Acquisition, such shares to be
deposited in escrow together with an additional $2.4 million in cash to satisfy
Mobix's and the principal shareholder's indemnification obligations and to
secure the retention of certain key employees of Mobix.
Purchased assets include all registered patents, designs, copyrights and
trademarks, all applications for registration thereof, all computer programs,
all hardware, algorithms, utilities, flowcharts, processes, experimental
methods, specifications, engineering drawings, test protocols, and all other
works of authorship, inventions, concepts, ideas, and discoveries developed or
used by Mobix and all intellectual property rights therein.
The ordinary shares of BackWeb issued in the Acquisition have not been
registered under the Securities Act of 1933, as amended, and are therefore
subject to certain restrictions on resale.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Pro Forma Financial Information. As of the date of the filing of this
Current Report on Form 8-K, it is impracticable for the Registrant to provide
the pro forma financial information required by this Item 7(b). In accordance
with Item 7(b) of Form 8-K, such financial statements shall be filed by
amendment to this Form 8-K no later than 60 days after the date hereof.
(c) Exhibits.
2.1 Software and Asset Purchase Agreement among the Registrant, Mobix
and Ester Hemli, dated as of June 4, 2000.
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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.
BACKWEB TECHNOLOGIES LTD.
By: /s/ Hanan Miron
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Dated: July 10, 2000 Hanan Miron
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Software and Asset Purchase Agreement among the Registrant, Mobix and
Ester Hemli, dated as of June 4, 2000.
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