<PAGE>
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): May 12, 2000
NETIQ CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 000-26757 77-0405505
- -------------------------------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation or organization)
</TABLE>
5410 Betsy Ross Drive, Santa Clara, California 95054
- --------------------------------------------------------------------------------
(Address of principal executive offices of Registrant, including zip code)
(408) 330-7000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On May 12, 2000, NetIQ completed its acquisition of MCS, a provider of
systems management software for Windows NT- and Windows 2000-based networks and
Internet infrastructures. (the "Merger"). The Merger occurred pursuant to the
terms of an Agreement and Plan of Reorganization dated as of February 26, 2000
(the "Merger Agreement") by and among NetIQ, MCS and Planet Acquisition
Corporation, a wholly-owned subsidiary of NetIQ. In the Merger, MCS became a
wholly-owned subsidiary of NetIQ and the former stockholders of MCS received
0.9413 shares of NetIQ Common Stock in exchange for each share of MCS Common
Stock. An aggregate of approximately 21,375,000 shares of NetIQ Common Stock
were issuable pursuant to the Merger. In addition, approximately 5,025,000
shares of NetIQ Common Stock are issuable in connection with the exercise of
options and warrants to purchase MCS Common Stock that NetIQ assumed in
connection with the Merger. NetIQ will pay the former MCS stockholders cash in
lieu of any fractional shares that would otherwise be issued in the Merger.
The Common Stock of NetIQ issued in the Merger was registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement on Form S-4 (File No. 333-33178) (the "Registration
Statement") which the Securities and Exchange Commission (the "Commission")
declared effective on April 5, 2000. The acquisition was structured as a tax-
free reorganization and is being accounted as a purchase of interests.
The Merger is more fully described in NetIQ's Registration Statement. The
Merger Agreement was included as Annex A to the Joint Proxy Statement/Prospectus
contained in the Registration Statement and is incorporated herein by reference
as Exhibit 2.1.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. The financial statements
required hereby are not included in this initial report, but they shall be
provided by amendment to this Form 8-K not later than July 25, 2000.
(b) Pro Forma Financial Information. Pro Forma Financial Information.
The pro forma financial information required hereby is not included in this
initial report, but it shall be provided by amendment to this Form 8-K not later
than July 25, 2000.
(c) Exhibits
2.1 Agreement and Plan of Reorganization, dated as of February 26, 2000,
by and among NetIQ Corporation, a Delaware corporation, Planet
Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of NetIQ, and MCS Software, Inc., a Delaware corporation
(Incorporated by reference to Annex A to the Registrant's joint
proxy statement/prospectus filed with the Securities and Exchange
Commission on April 12, 2000).
99.1 Press Release dated May 12, 2000.
-2-
<PAGE>
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, thereunto duly authorized.
Dated: May 26, 2000
NETIQ CORPORATION
(Registrant)
/s/ Ching-Fa Hwang
-----------------------------------
Ching-Fa Hwang
Chief Executive Officer
-3-
<PAGE>
Exhibit 99.1
PRESS RELEASE
Monday May 15, 4:04 am Eastern Time
Company Press Release
Mission Critical Software and NetIQ Complete Merger
HOUSTON and SANTA CLARA, Calif.--(BUSINESS WIRE)--May 15, 2000-- Mission
Critical Software, Inc. (NASDAQ: MCSW - news) and NetIQ Corporation (NASDAQ:
---- ----
NTIQ - news) today announced that the merger of the two companies was completed
- ---- ----
following approval by both companies' stockholders. Concurrent with the closing
of the merger, NetIQ Corporation has been selected as the name of the combined
company. The common stock of NetIQ Corporation will continue to be traded on the
Nasdaq National Market under trading symbol (NTIQ).
As part of the merger, Mission Critical Software stockholders will receive
0.9413 share of NetIQ common stock for each share of Mission Critical Software
common stock. Each company's stockholders will hold shares representing about 50
percent of the combined company on a diluted basis.
The merger creates a company that provides e-businesses, enterprise
customers and application service providers (ASPs) with comprehensive
infrastructure management solutions encompassing application, directory, server
and network performance management.
"There is an enormous market opportunity in the Windows NT and Windows
2000 systems management and e-business infrastructure management space. We
believe the combination of our companies lets us take better advantage of this
opportunity," said Michael S. Bennett, executive chairman of the combined
company and former chief executive officer at Mission Critical Software. "This
union also enables us to leverage our respective leadership in administration
and directory management as well as performance and availability management and
provides significant cross selling opportunities."
"This merger positions us as a premier provider of e-business
infrastructure management software," said Ching-Fa Hwang, chief executive
officer of the combined company and former chief executive officer at NetIQ.
"With our combined talents and strengths, we can quickly deliver comprehensive
and scalable solutions for managing today's complex, dynamic e-business
environments."
On Monday, May 22, NetIQ will announce new strategic initiatives and
solutions for managing e-businesses. Michael Bennett, executive chairman and
Ching-Fa Hwang, chief executive officer at NetIQ, will make the announcement.
All media, analysts, shareholders, partners and customers are invited to join
the Webcast. To register please visit http://www.netiq.com/ or
---------------------
http://www.missioncritical.com./
- ------------------------------
<PAGE>
About NetIQ
NetIQ is a leading provider of e-business infrastructure management
software that enables organizations to optimize the performance and availability
of their Windows NT- and Windows 2000-based systems and applications. The
company provides e-businesses, enterprise customers and application service
providers (ASPs) with comprehensive infrastructure management solutions
encompassing application, directory, server and network performance management.
The company is headquartered in Santa, Clara, Calif. with some key executives,
development and operational personnel in Houston, Texas and operations and
development personnel in Raleigh, North Carolina and Bellevue, WA. NetIQ has
over 1800 customers including Charles Schwab, Microsoft, Nasdaq and Shell
Services International. For more information please visit NetIQ's Web site at
http://www.netiq.com./ or call 408/330-7000.
- --------------------
All referenced product names are trademarks of their respective companies.
With the exception of the historical data contained herein, this press
release is comprised of statements relating to future results of the companies
that are "forward looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. The companies' actual future results could differ
materially from the results discussed herein. Factors that could cause or
contribute to such differences include the risks inherent in acquisitions of
technology businesses including the successful integration of the companies, the
timing and successful completion of technology and product development, the
company's ability to retain and hire key executives, technical personnel and
other employees, changing relationships with customers, suppliers and strategic
partners, unanticipated costs associated with integration activities, as well as
customer acceptance of new product offerings, and competition in the companies'
various product lines. For a more complete discussion of risks and uncertainties
see the section entitled "Risk Factors" in NetIQ's registration statement on
Form S-4 as filed with the Securities and Exchange Commission.
===============
Contact:
NetIQ
Susan Torrey, 713/548-1863 (Press Relations)
[email protected]
----------------------
or
Debra Randall, 408/330-7116 (Investor Relations)
[email protected]
-----------------------
-2-
