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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) May 31, 2000.
E.PIPHANY, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 000-27183 77-0443392
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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1900 South Norfolk Street, Suite 310, San Mateo, California 94403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 356-3800
N/A
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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
On April 13, 2000, E.piphany, Inc. ("E.piphany") entered into an
Agreement and Plan of Reorganization, dated as of April 13, 2000 (the
"Reorganization Agreement"), by and among E.piphany, Trout Acquisition
Corporation, a California Corporation and a wholly owned subsidiary of E.piphany
("Sub") and eClass Direct, Inc., a California Corporation ("eClass"). The
closing of the Merger pursuant to the Reorganization Agreement (the "Merger")
took place on May 31, 2000 and the Merger was consummated by the filing of an
Agreement of Merger with the Secretary of State of the State of California.
eClass is an application service provider of permission-based e-mail
marketing services. As a result of the Merger, eClass became a wholly-owned
subsidiary of E.piphany. The Merger is intended to be a tax-free reorganization
under the Internal Revenue Code of 1986, as amended, and is being accounted for
as a purchase transaction.
Under the terms of the Merger, 694,688 shares of E.piphany common stock
were exchanged for all outstanding shares of eClass stock and 46,383 shares of
E.piphany common stock were set aside as a reserve for the assumption of eClass
options. This consideration of approximately 741,000 shares was determined by
arms-length negotiations. Each share of eClass stock issued and outstanding
immediately prior to the closing of the merger was cancelled and converted
automatically into a number of shares of E.piphany common stock computed in
accordance with the Reorganization Agreement.
The Reorganization Agreement provided that at the closing of the merger
each issued and outstanding option or right to purchase eClass stock, whether or
not exercisable, was assumed by E.piphany. Each stock option continued to have
the same terms and conditions as it had immediately prior to the closing of the
merger, except that the number of shares of E.piphany common stock into which it
was exercisable and its exercise price were adjusted according to the same
manner as the conversion of eClass stock into E.piphany common stock.
In connection with the Merger, 73,107 shares of E.piphany's common stock
issuable in respect of the eClass stock at the closing of the Merger were placed
in escrow with State Street Bank & Trust Company, N.A. for up to twelve (12)
months from the date of the Merger. Each eClass shareholder was deemed to have
contributed into the escrow fund in proportion to the aggregate number of shares
of E.piphany common stock that such shareholder would otherwise have been
entitled under the Reorganization Agreement. The escrow fund will be available
to compensate E.piphany for any losses as a result of any inaccuracy in the
representations or warranties of eClass contained in the Reorganization
Agreement or any failure to comply with any covenant contained in the
Reorganization Agreement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS
Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION
Not Applicable.
(c) EXHIBITS.
2.1 Agreement and Plan of Reorganization, dated April 13,
2000, by and among E.piphany, Inc., Trout Acquisition
Corporation and eClass Direct, Inc.
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SIGNATURE
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.
E.PIPHANY, INC.
/s/ KEVIN J. YEAMAN
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Kevin J. Yeaman
Chief Financial Officer
Date: June 14, 2000
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E.PIPHANY, INC.
CURRENT REPORT ON FORM 8-K
INDEX TO EXHIBITS
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated April 13,
2000, by and among E.piphany, Inc., Trout Acquisition
Corporation and eClass Direct, Inc.
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