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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) NOVEMBER 7, 2000
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EMBARCADERO TECHNOLOGIES, INC.
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(Exact name of registrant as specified in Charter)
DELAWARE 000-30293 68-0310015
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
425 MARKET STREET, SUITE 425, SAN FRANCISCO, CALIFORNIA 94105
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (415) 834-3131
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NONE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITIONS OF ASSETS
On November 7, 2000, Embarcadero Technologies, Inc. (the "Company")
completed the acquisitions of all the outstanding stock of Advanced Software
Technologies, Incorporated. ("Advanced") for approximately $13 million in
cash. In addition, shareholders of Advanced can earn an additional payment of
up to $2 million, based on the achievement of certain fiscal year 2000
revenue goals. The transaction will be accounted for using the "purchase"
method of accounting. The foregoing description of the transaction is
qualified in its entirety by reference to the full text of the Agreement and
Plan of Merger and Reorganization, dated as of October 24, 2000, among the
Company, Advanced and R. Gale Daniel, as Shareholder Representative, which is
attached hereto as Exhibit 2.1 and is incorporated herein by this reference.
On November 10, 2000, the Company completed the acquisition of all
of the outstanding stock of Engineering Performance for approximately $4.8
million in cash and 50,000 shares of the Company's common stock. The
foregoing description of the transaction is qualified in its entirety by
reference to the Stock Purchase Agreement, dated as of November 10, 2000
between the Company and Stonegate Insurance Co., Ltd., which is attached
hereto as Exhibit 2.2 and is incorporated herein by this reference.
The source of funds for both of the acquisitions was proceeds from
the Company's initial public offering.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS. The financial statements of Advanced
Software Technologies, Incorporated and Engineering Performance and PRO FORMA
financial information to be filed with this current report on Form 8-K will
be filed within 60 days of the date of this report, if required.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger and Reorganization, dated as of
October 24, 2000, among Embarcadero Technologies, Inc., AST
Acquisition Corporation, Advanced Software Technologies, Inc.
and R. Gale Daniel, as Shareholder Representative.
2.2 Stock Purchase Agreement, dated as of November 10, 2000,
between Embarcadero Technologies, Inc. and Stonegate Insurance
Co., Ltd.
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SIGNATURE
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 herewith duly authorized.
Date: November 22, 2000 EMBARCADERO TECHNOLOGIES, INC.
By: /s/ Raj P. Sabhlok
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Name: Raj P. Sabhlok
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Title: Senior Vice President of Finance and
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Corporate Development and Chief
Financial Officer
