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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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 000-28041 36-4043595
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
2121 SOUTH EL CAMINO REAL, SUITE 400,
SAN MATEO, CALIFORNIA 94403
(Address of principal executive offices) (Zip Code)
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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. Financial statements of
THOUGHTSTAR are attached as Exhibits 99.3 and 99.4 hereto.
(b) PRO FORMA FINANCIAL INFORMATION. Pro forma financial information is
attached as Exhibit 99.5 hereto.
(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.
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 supplementary a copy of any omitted exhibits or
schedules to the Securities and Exchange Commission upon request.
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Exhibit No. Description
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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.
23.1 Consent of Pricewaterhouse Coopers LLP
99.1* Press release, dated April 13, 2000, announcing the Merger.
99.2* Press release, dated June 27, 2000, announcing completion of the
Merger.
99.3 Audited Financial Statements of THOUGHTSTAR, Inc. for the years
ended December 31, 1998 and 1999
99.4 Unaudited Interim Financial Statements of THOUGHSTAR, Inc. for
the three months ended March 31, 1999 and 2000
99.5 Unaudited Pro Forma Statements of iManage, Inc. and THOUGHTSTAR,
Inc. for the years ended December 31, 1999 and March 31, 2000
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* Previously filed with this Report on Form 8-K.
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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.
August 11, 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.
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 supplementary 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.
23.1 Consent of PricewaterhouseCoopers LLP
99.1* Press release, dated April 13, 2000, announcing the Merger.
99.2* Press release, dated June 27, 2000, announcing completion of the
Merger.
99.3 Audited Financial Statements of THOUGHTSTAR, Inc. for the years
ended December 31, 1998 and 1999
99.4 Unaudited Interim Financial Statements of THOUGHSTAR, Inc. for
the three months ended March 31, 1999 and 2000
99.5 Unaudited Pro Forma Statements of iManage, Inc. and THOUGHTSTAR,
Inc. for the years ended December 31, 1999 and March 31, 2000
* Previously filed with this Report on Form 8-K.
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