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 4, 1998
Comshare, Incorporated
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation)
0-4096 38-1804887
(Commission File Number) (IRS Employer Identification No.)
555 Briarwood Circle, Ann Arbor, Michigan 48108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (734) 994-4800
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. Other Events.
On June 4, 1998, Comshare, Incorporated issued a press release
announcing the sale of its Arthur strategic merchandise management
applications for the retail industry to JDA Software Group, Inc. for $44
million cash. The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 99.1 Press Release, dated June 4, 1998.
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.
June 9, 1998 COMSHARE, INCORPORATED
/S/ Kathryn A. Jehle
-------------------------------------
By: Kathryn A. Jehle
Senior Vice President,
Chief Financial Officer,
Treasurer and Assistant Secretary
NEWS RELEASE
FOR IMMEDIATE RELEASE:
COMSHARE FOCUSES COMPANY ON CORE STRATEGY OF
FINANCIAL MANAGEMENT APPLICATION
Ann Arbor, Michigan, June 4, 1998 -- Comshare, Inc. (NASDAQ: CSRE), a
leading supplier of financial analytic applications for management planning
and control, announced today the sale of its Arthur strategic merchandise
management applications for the retail industry to JDA Software Group, Inc.
(NASDAQ: JDAS) for $44 million cash. Comshare has refined its strategy to
focus on financial applications for management planning and control. The
sale of its Arthur retail products is the first step in implementing that
strategy. The sale of its Arthur retail products is the first step in
implementing that strategy. JDA, an international provider of enterprise
retail solutions, purchased the Arthur applications as part of the Company's
strategy to build upon its integrated, enterprise retail solution with
complementary products for JDA's worldwide clients.
Comshare Sharpens Focus on Financial Applications Strategy
Comshare's strength for many years has been to provide software that
enables medium and large corporations around the world to better plan,
analyze, and control their businesses. Comshare has been refining its
strategic business plan since last fall. The sale of the Arthur business
unit comes as a result of the Company's decision to focus on analytic
applications designed to meet the needs of the financial management of
medium and large corporations.
"Comshare has many years of experience delivering solutions to CFOs,
controllers, and financial analysts. That is Comshare's strength," said
Dennis Ganster, President and CEO of Comshare. "To focus our resources, we
decided to divest the segment of the business that did not fit the strategy,
and to seek to acquire companies or products that are a complementary fit.
The Arthur retail strategic merchandise management products simply did not
fit our new strategy. As a result of the sale, Comshare is now well-
positioned to capitalize on marketplace opportunities."
The sale is not only positive for Comshare, but also for JDA and
Arthur customers. "JDA is the established market leader in delivering
mission-critical transactional systems to retailers worldwide," stated Brent
W. Lippman, CEO of JDA. "The acquisition enables us to build upon our
enterprise solution with the market leading planning and decision support
tools. We are committing significant resources to ensure a successful
transition for Arthur clients and associates as we move forward with the
excellent products, services and support that Comshare has provided up to
now."
Sale Provides Resources for Growth
The sale of the Arthur products not only sharpens the focus of the
Company, but also supplies an infusion of cash to fuel growth. "Another key
point in our refined strategy is to enhance the company's financial
applications product line via acquisitions," continued Ganster. "We intend
to use the capital from the sale of the Arthur products to acquire
businesses or products that complement our financial applications strategy.
The goal is to broaden and deepen our capabilities to serve the financial
management requirements of our broad base of customers and prospects, and
fuel Comshare's growth."
Conference Call Information
The Company will host a conference call Friday, June 5, at 8:30 a.m.
EDT to discuss the sale. The following telephone number can be used for
anyone interested in participating: dial 1-212-896-6017, and ask for the
Comshare conference call. Anyone interested in hearing a replay of the
conference call can dial the following: 1-800-633-8284 for US callers; or
1-303-248-1201 for international callers. At the prompt, please enter the
following code: 4346287. The replay will be available approximately one
hour after the end of the live call through the close of business on Monday,
June 8, 1998.
About JDA Software Group, Inc.
JDA Software Group, Inc. (NASDAQ: JDAS) is a global provider of
integrated retail software products and professional services for clients
worldwide. Designed to Optimize the Retail Enterprise, JDA's solution
addresses the requirements for the entire retail supply chain: from the
corporate level with merchandising, financial, and data warehouse systems;
to the distribution level with warehouse management and logistics systems;
and finally to the store level with point-of-sale and back-office
applications. Founded in 1985, JDA is headquartered in Phoenix, Arizona,
and has operations in major cities throughout the United States as well as
international offices in Canada, the United Kingdom, France, Germany,
Mexico, Brazil, Chile, South Africa, Singapore, and Australia. JDA's Web
site can be found at http://www.jda.com.
About Comshare
Comshare is a leading provider of financial applications for
management planning and control, including financial consolidation and
reporting, enterprise budgeting, and performance measurement. These
complete client/server and Web-based analytic applications are based on an
open architecture, utilizing market-leading databases, such as Microsoft SQL
Server, Oracle, and Arbor Essbase. Comshare's applications incorporate
innovative data visualization and Guided Analysis' capabilities designed to
improve decision-making for enhanced competitiveness and improved
profitability. A strong customer orientation, application expertise, and
commitment to the best technologies have made Comshare one of the top 100
independent software companies, with customers around the world, many of
which are Fortune 500 and Financial Times Top 1000 companies. Comshare,
Inc. is a Microsoft Certified Solution Provider. For more information, call
1-800-922-7979, e-mail [email protected], or visit Comshare's Web site at
http://www.comshare.com.
Safe Harbor Statement
Certain information in this press release contains "forward looking
statements" within the meaning of the Securities Exchange Act of 1934,
including those concerning the Company's future results, strategy and
position to capitalize on marketplace opportunities. Actual results could
differ materially from those in the forward looking statements due to a
number of uncertainties, including, but not limited to, the demand for the
Company's products and services; the size, timing and recognition of revenue
from significant orders; increased competition; the Company's success in and
expense associated with developing, introducing, acquiring and shipping new
products; new product introductions and announcements by the Company's
competitors; changes in Company strategy; product life cycles; the cost and
continued availability of third party software and technology incorporated
into the Company's products; the impact of rapid technological advances,
evolving industry standards and changes in customer requirements; the impact
of recent transitional changes in North American and international
management and sales personnel; cancellations of maintenance and support
agreements; software defects; variations in the amount and timing of cost
savings anticipated to result from cost reduction actions; the impact of
off-setting increases in operating expenses; the impact of cost reduction
actions on the Company's operations; fluctuations in foreign exchange rates;
the impact of undetected errors or defects associated with Year 2000 date
functions on the Company's current products and internal systems; risks
inherent in seeking and consummating acquisitions, including the diversion
of management attention to the assimilation of the operations and personnel
of acquired business, the ability of the Company to successfully integrate
acquired businesses and the impact on the company's results and financial
condition from debt issued, liabilities acquired, and additional expenses
incurred in connection with such acquisitions; the ability of the Company to
generate sufficient future taxable income or to execute available tax
strategies required to realize deferred tax assets; and economic conditions
generally or in specific industry segments.
Comshare is a registered trademark. All other trademarks are the
property of their respective holders.
CONTACTS:
Company Contacts: Financial Communications Contact:
---------------- --------------------------------
Comshare, Inc. Lipper/Heilshom & Associates, Inc.
Doug Hockstad Kris Otridge,
734/994-6036 Senior Account Executive
[email protected] 415/433-3777
Eller Communications
Larry Eller
734/761-3399
[email protected]
