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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 16, 2000
Delano Technology Corporation
(Exact name of Registrant as specified in its charter)
302 Town Centre Boulevard, Markham, Ontario
(Address of principal executive offices)
L3R 0E8
(Zip Code)
(905) 947-2137
Registrant's telephone number, including area code
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Ontario 333-94505 98-0206122
(State or other jurisdiction of (Commission file number) (IRS Employer Identification No.)
incorporation
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Item 2: Acquisition or Disposition of Assets
On October 16, 2000, Delano Technology Corporation, an Ontario
corporation (the "Company"), acquired Digital Archaeology Corporation, a Kansas
corporation ("DA"), pursuant to an Agreement and Plan of Merger, dated as of
October 13, 2000 (the "Merger Agreement"), by and among the Company, Delano/DA
Acquisition Corp., a Kansas corporation and wholly-owned subsidiary of the
Company ("Merger Sub"), DA, and the shareholders of DA (the "Merger"). At the
effective time of the Merger, (a) the Company issued 4,630,462 of the Company's
common shares, no par value, and paid $17,364,233 in cash, in exchange for all
of the outstanding shares of capital stock of DA, and (b) each outstanding
option or right to purchase DA common stock, $.01 par value per share, was
assumed by the Company and became a right to purchase 0.53 of the Company's
common shares.
The issuance of the Company's common shares in connection with the
Merger was exempt from the registration requirements of Section 5 of the
Securities Act of 1933 (the "Securities Act"), pursuant to Regulation D, Rule
506 under the Securities Act. The Company paid the cash component of the
acquisition price from the Company's existing cash balances.
In connection with the Merger, 694,572 of the Company's common shares
issued to the former DA shareholders and $2,302,311.11 in cash is being held in
escrow to cover any reimbursable claims under the Merger Agreement and related
agreements.
Pursuant to the terms of a Registration Rights Agreement by and among
the Company and the shareholders of DA, the Company intends to file with the
Securities and Exchange Commission a registration statement on Form F-3 within
thirty days of becoming Form F-3 eligible, relating to the resale of 4,630,462
of the Company's common shares issued to the former shareholders of DA.
The Merger will be accounted for as a purchase. The purchase price and
terms for the Merger were determined in arm's-length negotiations. The terms of
the Merger are more fully described in the Merger Agreement, the Registration
Rights Agreement, the Escrow Agreement and the Investment Agreement, copies of
which are filed as Exhibits 2.1, 2.2, 2.3 and 2.4, respectively, to this Report.
DA, which is based in Kansas City, Kansas, is a provider of advanced
analytics for e-businesses. The Merger provides the Company with additional
resources for its e-business platform and electronic Customer Relationship
Management applications. The Company plans to integrate DA's advanced analytics
with these products to manage interactions across the enterprise with customers,
partners, suppliers and employees. As a result of the Merger, the Company will
add an aggregate of approximately 65 employees in Kansas City, Kansas. DA will
be operated as a wholly-owned subsidiary of the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Businesses Acquired. (to be filed by amendment
within 60 days of the date hereof)
(b) Pro Forma Financial Information. (to be filed by amendment within 60
days hereof)
(c) Exhibits.
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of October 13, 2000, by and among the Company,
Merger Sub, DA, and the shareholders of DA.
2.2 Registration Rights Agreement, dated as of October 13, 2000, by and among the Company
and the other parties named therein.
2.3 Escrow Agreement, dated as of October 13, 2000, by and among the Company and the
other parties named therein.
2.4 Investment Agreement dated as of October 13, 2000, by and among the Company and the
other parties named therein.
99.1 Press Release of the Company dated October 16, 2000.
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The Company will provide to the Securities and Exchange Commission,
upon request, a copy of any omitted Schedule or Exhibit to the Exhibits listed
above.
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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.
DELANO TECHNOLOGY CORPORATION
October 16, 2000 By: /s/ David L. Lewis
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David L. Lewis
Vice President
and General Counsel
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Exhibit Index
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of October 13, 2000, by and among the Company,
Merger Sub, DA, and the shareholders of DA.
2.2 Registration Rights Agreement, dated as of October 13, 2000, by and among the Company
and the other parties named therein.
2.3 Escrow Agreement, dated as of October 13, 2000, by and among the Company and the
other parties named therein.
2.4 Investment Agreement dated as of October 13, 2000, by and among the Company and the
other parties named therein.
99.1 Press Release of the Company dated October 13, 2000.
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