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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
JANUARY 26, 2000
Date of Report
EIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 000-20329 06-1017599
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(State or other jurisdiction (Commission File No.) I.R.S. Employer
of incorporation) (Identification No.)
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555 HERNDON PARKWAY
HERNDON, VIRGINIA 20170
(Address of principal executive offices)
(703) 478-9808
(Registrant's telephone number, including area code)
N/A
(former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 26, 2000, SERSys Acquisition Corporation, a Delaware
corporation (the "Sub"), an indirect wholly owned subsidiary of SER Systeme AG,
a German corporation (the "Parent") completed its tender offer (the "Tender
Offer") for all of the outstanding shares of common stock, par value $.01 per
share (including the preferred share purchase rights, the "Shares") of EIS
International, Inc., (the "Company") for $6.25 per Share. All shares that were
validly tendered and not withdrawn prior to the January 24, 2000 expiration of
the Offer were accepted for payment. As of January 24, 2000, approximately
9,987,112 Shares had been tendered, representing approximately 94.2% of all
outstanding Shares. Shares not tendered in the tender offer will be converted
into the right to receive $6.25 per share of cash through a merger of the Sub
with and into the Company (the "Merger").
The Tender Offer and merger were and will be conducted pursuant to the
terms and conditions of the Agreement and Plan of Merger, dated December 17,
1999, by and among the Company, the Sub and Parent, which is incorporated herein
by reference as Exhibit 2.1. The Merger Agreement provides, subject to certain
conditions as described therein, for the commencement of the Tender Offer to
purchase all of the outstanding Shares at a price of $6.25 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase and the related Letter of Transmittal filed by Parent and Sub
with the Securities and Exchange Commission on December 23, 1999, and in the
Company's recommendation statement on Schedule 14D-9, as amended, mailed to the
Company's shareholders on the same date.
The Merger Agreement provides that as soon as practicable after the
completion of the Tender Offer, Sub will be merged with and into the Company
in the Merger, whereupon the separate existence of Sub will cease and the
Company will continue as the surviving corporation. Because Sub has acquired
approximately 94% of the outstanding Shares, the Merger shall be conducted as a
short-form merger under Delaware law. Upon consummation of the Merger, each
outstanding Share (other than (i) each Share held by the Company as treasury
stock or each Share held by Parent or any subsidiary of Parent, and (ii) any
Shares held by any holder who has not voted in favor of the Merger or consented
thereto in writing and who has demanded appraisal for such Shares in accordance
with Delaware law) will be converted into and represent the right to receive
$6.25 in cash, without interest.
For a description of the amount and source of the consideration used by
Parent and Sub in the Offer and Merger, and for a further description of the
Offer and Merger generally, please refer to the Schedule 14D-1, including the
Offer to Purchase attached thereto as Exhibit (a)(1), as amended, filed by
Parent and Sub on December 23, 1999, which is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired. No financial statements are
required to be filed in connection with this transaction pursuant to
Rule 3-05 of Regulation S-X.
(b) Pro Forma Financial Information. No pro forma financial statements are
required to be filed in connection with this transaction pursuant to
Rule 11-01 of Regulation S-X.
(c) Exhibits. The following exhibits are required by Item 601 of Regulation
S-K and are listed below:
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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2.1 Agreement and Plan of Merger, dated
as of December 17, 1999, among EIS
International, Inc., a Delaware
corporation, SER Systeme AG, a
German corporation and SERSYS
Acquisition Corporation
(incorporated by reference to
Exhibit (c)(i) to the Company's
Schedule 14D-9 filed on December 23,
1999).
99.1 Press Release, dated January 26,
2000, issued by EIS International,
Inc. (incorporated by reference to
Exhibit (a)(11) to Amendment No. 2
to the Company's Schedule 14D-9
filed on January 27, 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.
EIS INTERNATIONAL, INC.
Date: January 31, 2000 By: /s/ James E. McGowan
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James E. McGowan
President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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2.1 Agreement and Plan of Merger, dated
as of December 17, 1999, among EIS
International, Inc., a Delaware
corporation, SER Systeme AG, a
German corporation and SERSYS
Acquisition Corporation
(incorporated by reference to
Exhibit (c)(i) to the Company's
Schedule 14D-9 filed on December 23,
1999).
99.1 Press Release, dated January 26,
2000, issued by EIS International,
Inc. (incorporated by reference to
Exhibit (a)(11) to Amendment No. 2
to the Company's Schedule 14D-9
filed on January 27, 2000).
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