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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0060
SECURITIES AND EXCHANGE COMMISSION Expires: May 31, 2000
Washington, D.C. 20549 Estimated average burden
hours per response 5.00
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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) February 6, 2000
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Kana Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-26287 77-0435679
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
740 Bay Road, Redwood City, California 94063
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 298-9282
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87 Encina Avenue, Palo Alto, California 94301
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On February 6, 2000 Kana Communications, Inc. ("Kana"), Pistol Acquisition
Corp., a wholly owned subsidiary of Kana, and Silknet Software Inc. ("Silknet")
entered into an Agreement and Plan of Reorganization (the "Merger Agreement").
As a result of the merger (the "Merger"), each outstanding share of Silknet
common stock will be converted into the right to acquire .830 shares of Kana
common stock.
A copy of Kana's and Silknet's joint press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
In connection with the execution of the Merger Agreement, Kana and
Silknet entered into Stock Option Agreements, each dated February 6, 2000 (the
"Stock Option Agreements"), pursuant to which (i) Silknet has granted to Kana an
option to purchase up to 19.9% of Silknet's shares, and (ii) Kana has granted to
Silknet an option to purchase up to 9.9% of Kana's shares. The Stock Option
Agreements are only exercisable upon the occurrence of certain events specified
in the Stock Option Agreements.
The Merger is intended to constitute a reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and to be accounted for
as a purchase transaction. Consummation of the Merger is subject to various
conditions, including, among other things, receipt of the necessary approvals of
the stockholders of Silknet's and Kana's shareholders.
The foregoing description of the Merger Agreement, the Stock Option
Agreements and the transactions contemplated thereby do not purport to be
complete.
All stockholders should read the joint proxy statement/prospectus
concerning the merger that will be filed with the SEC and mailed to
stockholders. The joint proxy statement/prospectus will contain important
information that stockholders should consider before making any decision
regarding the merger. You will be able to obtain the joint proxy
statement/prospectus, as well as other filings containing information about Kana
and Silknet, without charge, at the SEC's Internet site (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the joint proxy statement/prospectus will also be
available, without charge, by contacting the Secretary of appropriate company.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Kana and certain other persons named below may be deemed to be participants in
the solicitation of proxies of Kana stockholders to approve the merger. The
participants in this solicitaiton may include the directors of Kana (Michael J.
McCloskey, Mark S. Gainey, David M. Beirne, Robert W. Frick, Eric A. Hahn,
Charles A Holloway, Ph.D., Steven T. Jurvetson and Ariel Poler) and the officers
of Kana (Michael J. McCloskey, Chief Executive Officer, Mark S. Gainey,
President and Chairman, Joseph G. Ansnaelli, Vice President Marketing, Tim
Campbell, Vice President and General Manager, Kana Online, Ian Cavanagh, Vice
President Business Development, Alexander R. Evans, Vice President,
International, P.V. Kannan, Vice President, Realtime, Joseph D. McCarthy, Vice
President Finance and Operations, William R. Phelps, Vice President Professional
Services, Toya Rico, Vice President, Human Resources, Don Whitt, Vice President,
eBusiness Services, and Michael R. Wolfe, Vice President, Engineering). The
aforementioned directors and officers of Kana, as a group, may be deemed to
beneficially own approximately 52% of Kana's outstanding common stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Description of Document
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99.1 Joint press release with Silknet Software Inc. dated February 7,
2000 announce Kana's acquisition of Silknet (incorporated by
reference to Kana's 425 filing dated February 7, 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.
KANA COMMUNICATIONS, INC.
Dated: February 7, 2000 By: /S/ MICHAEL J. MCCLOSKEY
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Michael J. McCloskey,
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description of Document
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99.1 Joint press release with Silknet Software Inc. dated February 7,
2000 announce Kana's acquisition of Silknet (incorporated by
reference to Kana's 425 filing dated February 7, 2000).
