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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 21, 2000
IMANAGE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 333-_____ 36-4043595
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
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2121 SOUTH EL CAMINO REAL, SUITE 400,
SAN MATEO, CALIFORNIA 94403
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 356-1166
Not applicable.
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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 June 21, 2000, pursuant to an Agreement and Plan of Reorganization,
dated as of April 11, 2000 (the "Merger Agreement"), by and among iManage, Inc.,
a Delaware corporation (the "Company"), NetRight Technologies, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company ("Merger Sub"), and
THOUGHTSTAR, Inc., a Delaware corporation ("THOUGHTSTAR"), the Company completed
its acquisition (the "Merger") of THOUGHTSTAR by merging THOUGHTSTAR with and
into Merger Sub, with Merger Sub the surviving corporation in the Merger. The
Merger has been accounted for as a purchase business combination.
Under the terms of the Merger Agreement, the merger consideration
consisted of $4.5 million in cash (the "Cash Consideration"), and approximately
$14.0 million in the common stock of the Company ("Company Common Stock"), in
exchange for all of the issued and outstanding capital stock, options and
warrants of THOUGHTSTAR ("THOUGHTSTAR capital stock"). Pursuant to the Merger
Agreement, the value of the Company Common Stock was deemed to be $13.00 per
share. Each outstanding share of THOUGHTSTAR capital stock was converted into
the right to receive 0.097 of a share of Company Common Stock and the right to
receive cash in the amount of $.344 per share of THOUGHTSTAR Capital Stock.
The Company will account for the purchase price as (i) $5.2 million in
cash, calculated by adding to the Cash Consideration payable to holders of
outstanding THOUGHTSTAR stock additional monies loaned by the Company to
THOUGHTSTAR prior to the completion of the Merger, (ii) $11.0 million in Company
Common Stock, calculated by multiplying the number of shares of Company Common
Stock issued at the effective time of the Merger (1,006,717) by $10.96, which
represents the average price of the Company's stock for the period two days
preceding through two days following the Company's first announcement of the
Merger, which occurred on April 13, 2000, and (iii) $700,000 in approximate
acquisition expenses. The Company will account for the total purchase price of
THOUGHTSTAR as $16.9 million.
The Company assumed 50% of the outstanding options to purchase the
common stock of THOUGHTSTAR under its stock option plans, which were converted
into options to purchase an aggregate of approximately 89,000 shares of Company
Common Stock. The estimated fair value of the assumed options is approximately
$1.0 million and will be recorded as stock-based compensation. All THOUGHTSTAR
options not assumed by the Company were exercised prior to the consummation of
the Merger.
The amount of the Merger consideration was determined through
arms-length negotiation. There were no material relationships between the
THOUGHTSTAR shareholders and the Company or any of its affiliates, any director
or officer of the Company or any associate of any such director or officer prior
to the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The financial
statements are unavailable as of the date of this
filing. Such information will be filed by amendment on
or before the sixtieth day following the fifteenth day
following the closing of the Merger.
(b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial
information is unavailable as of the date of this
filing. Such information will be filed by amendment on
or before the sixtieth day following the fifteenth day
following the closing of the Merger.
(c) EXHIBITS.
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated as of April 11, 2000, by
and among iManage, Inc., a Delaware corporation, NetRight
Technologies, Inc., a Delaware corporation and wholly-owned subsidiary
of iManage, Inc., and THOUGHTSTAR, Inc., a Delaware corporation.
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Exhibit No. Description
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The above agreement contains a list identifying all
exhibits and schedules thereto not filed as a part of
Exhibit 2.1. The Company agrees to furnish
supplementally a copy of any omitted exhibits or
schedules to the Securities and Exchange Commission
upon request.
2.2 Certificate of Merger, dated June 21, 2000, of THOUGHTSTAR, Inc. into
NetRight Technologies, Inc., filed with the Secretary of State of the
State of Delaware on June 21, 2000.
4.1 Form of Amended and Restated Rights Agreement.
99.1 Press release, dated April 13, 2000, announcing the Merger.
99.2 Press release, dated June 27, 2000, announcing completion of the
Merger.
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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.
iMANAGE, INC.
July 6, 2000 By: /s/ MARK CULHANE
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Mark Culhane
Chief Financial Officer and Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated as of April 11, 2000, by
and among iManage, Inc., a Delaware corporation, NetRight
Technologies, Inc., a Delaware corporation and wholly-owned subsidiary
of iManage, Inc., and THOUGHTSTAR, Inc., a Delaware corporation.
2.2 Certificate of Merger, dated June 21, 2000, of THOUGHTSTAR, Inc. into
NetRight Technologies, Inc., filed with the Secretary of State of the
State of Delaware on June 21, 2000.
4.1 Form of Amended and Restated Rights Agreement.
99.1 Press release, dated April 13, 2000, announcing the Merger.
99.2 Press release, dated June 27, 2000, announcing completion of the
Merger.
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