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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): November 8, 1999
CARLETON CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 0-12378 41-1349953
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10729 Bren Road East, Minnetonka, Minnesota 55343
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 238-4000
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On November 9, 1999, Carleton Corporation, a Minnesota corporation
("Carleton"), and Oracle Corporation, a Delaware corporation ("Oracle"), issued
a press release announcing that Carleton, Oracle and DM Acquisition Corp., a
Minnesota corporation and wholly owned subsidiary of Oracle ("DMA"), entered
into an Agreement of Merger dated November 8, 1999 (the "Merger Agreement"),
pursuant to which DMA will be merged with and into Carleton, with Carleton as
the corporation surviving in the merger. Pursuant to the terms of the Merger
Agreement, holders of Carleton common stock, $.25 par value, are expected to
receive approximately $2.45 per share, or approximately $8,700,000 in the
aggregate, in connection with the merger.
The preceding is qualified in its entirety by reference to the press
release issued in connection with the execution of the Merger Agreement, which
press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated by reference herein.
Item 7. Exhibits.
99.1 Press Release, dated November 9, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CARLETON CORPORATION
By: /s/ Robert D. Gordon
------------------------------------
Robert D. Gordon
President and Chairman of the Board
Chief Financial Officer
Chief Financial Officer and
Chief Accounting Officer
(Principal executive and principal
financial officer)
Date: November 15, 1999
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EXHIBIT INDEX
Exhibit
Number
-------
99.1 Press Release, dated November 9, 1999.
-3-
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Exhibit 99.1
Oracle to Acquire Carleton Corporation, Provider of Data Quality and Mainframe
Data Extraction Software
Pure*Extract and Pure*Integrate to Further Enhance Oracle Warehouse Builder
REDWOOD SHORES, Calif., and MINNETONKA, Minn., Nov. 9 /PRNewswire/ -- Oracle
Corporation (Nasdaq: ORCL - news) and Carleton Corporation (Nasdaq: CARL -news)
today announced that the two companies have signed a definitive merger agreement
for Oracle to acquire Carleton, an early innovator of data quality and mainframe
data extraction software for customer-focused data warehousing applications. The
acquisition will be effected through a cash merger pursuant to which holders of
Carleton common stock will receive approximately $2.45 per share or $8.7 million
in the aggregate. The parties anticipate closing the transaction by the end of
February 2000, which is subject to approval by Carleton's stockholders and
certain other closing conditions.
The Carleton acquisition enhances Oracle Warehouse, the industry's leading and
most extensive solution for data warehousing and e-business intelligence
applications. Specifically, Carleton's software will become a part of Oracle
Warehouse Builder, a framework for designing, generating and loading enterprise
data warehouses, data marts and e-business intelligence applications. As part of
Oracle Warehouse Builder, Carleton's Pure*Integrate(TM) software will create a
consistent, consolidated view of customer data by using name and address data
cleansing and validation capabilities to identify unique customers and
households used in Customer Relationship Management (CRM) e-Business
applications. Carleton's Pure*Extract(TM) software will accelerate the process
of preparing information for a data warehouse by integrating vast quantities of
data from many different sources, including more than forty mainframe and legacy
database systems such as VSAM, IMS, and DB/2.
One of the top technical priorities for IT departments post year 2000 is to
improve customer data quality. Oracle's strategy is to provide all the necessary
components for customers to construct and deploy end-to-end data warehousing
solutions that yield the foundation for personalized customer programs. The
Carleton acquisition brings solid data quality and mainframe data extraction
software to enhance Oracle's industry-leading data warehousing and CRM
solutions.
"Carleton established itself as an early innovator in customer data quality,
which is extremely complementary with Oracle's vision for data warehousing and
CRM," said Michael Howard, vice president of Oracle's Data Warehouse Program
Office. "This acquisition enhances our strategy and delivery of e-business
solutions that yield an accurate, unified view of customers."
"Carleton is excited to be joining forces with Oracle, a true market leader in
CRM and data warehousing," said Robert D. Gordon, Carleton's president and CEO.
"Carleton's Pure*View customer data management solution will enable Oracle to
provide its customers with the industry's most comprehensive solution for
customer-focused data warehousing and CRM implementations."
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About Carleton Corporation
Headquartered in Minnetonka, Minn., Carleton provides software to enhance
customer relationship management and related analytical applications. Carleton's
Pure*View product suite enables organizations to integrate and deliver customer
data from across the enterprise for use in decision support systems and new
front-office applications. With Pure*View, organizations benefit by delivering
sales and marketing applications faster with higher quality customer data. For
more information, visit (URL) http://www.carleton.com/, email Carleton at
[email protected], or call 800-328-3998.
About Oracle Corporation
Oracle Corporation is the world's leading supplier of software for information
management, and the world's second largest software company. With annual
revenues of more than $9.1 billion, the company offers its database, application
server, tools and application products, along with related consulting, education
and support services, in more than 145 countries around the world.
For more information about Oracle, please call 650-506-7000. Oracle's World Wide
Web address is (URL)http://www.oracle.com/.
Trademarks
Oracle is a registered trademark of Oracle Corporation. Pure*View, Pure*Extract
and Pure*Integrate are registered trademarks of Carleton Corporation. Other
names may be trademarks of their respective owners.
Product Name Guidelines
Carleton's "Pure*View" and all product suite components should appear in copy
with a "dot" separating Pure and View, no spaces between the dot and the text.
In order to achieve the dot, please use the keyboard command ALT 0149 or insert
symbol (insert a bullet) in MS Word programs. For most Mac users, Option 8 or
the keyboard ALT 0149 should be used to insert the bullet. Please use html
coding • for Web versions.
