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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 20, 2000
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Blaze Software, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-29817 77-0081248
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
150 Almaden Boulevard, San Jose, California 95113
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(408) 275-6900
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________________________________________________________________________________
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
(b) On June 19, 2000, Blaze Software, Inc., a Delaware corporation
("Blaze") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Brokat Infosystems AG, a company organized under the laws of Germany
("Brokat"), pursuant to which Brokat has agreed to acquire Blaze (the
"Acquisition"). A copy of the Merger Agreement is attached hereto as Exhibit
2.1 and incorporated herein by reference. The Acquisition will be effected
through the issuance of the ADS equivalent of 0.1826 of a Brokat ordinary share
in exchange for each share of Blaze common stock. To acquire Blaze, Brokat will
issue approximately 4.9 million ordinary shares in the form of ADSs in exchange
for all outstanding shares of Blaze common stock. Based on Brokat's closing
price of Euros 119.80 on the Neuer Markt on June 19, 2000, the acquisition is
valued at 585.9 million Euros or US$560.5 million. The amount of such
consideration was determined based upon arm's-length negotiations between Brokat
and Blaze. The Merger Agreement also provides for the payment by Blaze to
Brokat under certain circumstances of a fee of $20 million in the event the
Merger Agreement is terminated. The companies anticipate that the closing will
occur at the end of September.
The Acquisition is intended to qualify as a tax-free reorganization under
the Internal Revenue Code of 1986, as amended. The consummation of the
Acquisition is subject to the satisfaction of certain conditions, including
certain regulatory approvals and the approval of the stockholders of Blaze. In
connection with the Acquisition, certain affiliates of Blaze have agreed to vote
in favor of approval of the Acquisition pursuant to the Stockholders' Agreement
attached hereto as Exhibit 2.2.
A copy of the press release announcing the Merger Agreement is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
This document contains statements that constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1955. Forward-looking statements are statements other than historical
information or statements of current condition. These statements include
statements concerning the parties' intent, belief or current expectations
regarding future events, and they appear in Item 1 of this document regarding
the transaction and its expected tax-free status and in the exhibits to this
document regarding the above and other transactions to which the parties may
be a party; competition in the industry; changing technology and future demand
for products; changes in business strategy or development plans; ability to
attract and retain qualified personnel; worldwide economic and business
conditions; regulatory, legislative and judicial developments; financing
plans; and trends affecting the parties' financial condition or results of
operations. Forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and actual results may differ
materially from those in the forward-looking statements as a result of various
factors, including but not limited to any failure for conditions to the merger
to be satisfied or the merger itself to be consummated; changes in economic,
market or business conditions; and tax considerations. Although Brokat's and
Blaze's believe their respective expectations reflected in any such forward-
looking statements are based upon reasonable assumptions they can give no
assurance that those expectations will be achieved.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
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2.1 Agreement and Plan of Merger dated as of June 19, 2000 by and between
Brokat Infosystems AG and Blaze Software, Inc. (excluding exhibits).
2.2 Stockholders' Agreement dated as of June 19, 2000.
99.1 Press Release dated June 20, 2000.
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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.
Dated: June 20, 2000 BLAZE SOFTWARE, INC.
/s/ Gary Shroyer
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Name
Chief Financial Officer
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Title
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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2.1 Agreement and Plan of Merger dated as of June 19, 2000 by and between
Brokat Infosystems AG and Blaze Software, Inc. (excluding exhibits).
2.2 Stockholders' Agreement dated as of June 19, 2000.
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99.1 Press Release dated June 20, 2000.
