SAGA SYSTEMS INC /DE/
8-K, 1999-06-14
PREPACKAGED SOFTWARE
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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 14, 1999


                               SAGA SYSTEMS INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



           Delaware                  001-13609                 54-1167173
- ----------------------------      ----------------       -----------------------
(State or other Jurisdiction       (SEC File No.)            (IRS Employer
       of incorporation)                                 Identification Number)


11190 Sunrise Valley Drive, Reston, Virginia                      20190
- ------------------------------------------------           ---------------------
(Address of principal executive offices)                        (Zip Code)



Registrant's telephone number, including area code:           (703) 391-6757
                                                              --------------


                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last Report)
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                              SAGA SYSTEMS, INC.

                     INFORMATION TO BE INCLUDED IN REPORT
                     ------------------------------------


Item 5.  Other Events
- ---------------------

     SAGA SYSTEMS, Inc. (the "Company") announced that it will commence an open
market repurchase of up to two million shares of the Company's common stock.
This component of the Company's ongoing repurchase program begins June 14, 1999
and will continue for an indefinite period as set forth in the press release
issued June 14, 1999 and attached hereto as Exhibit 99.1.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
- ---------------------------------------------------------------------------

     (c)  Exhibits
          --------

          Exhibit 99.1      Press release dated June 14, 1999
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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, thereunto duly authorized.


                                       SAGA SYSTEMS, INC.


Date: June 14, 1999                    By: /s/ Katherine E. Butler
                                          -----------------------------
                                          Katherine E. Butler
                                          Vice President, General Counsel and
                                            Secretary

<PAGE>

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE
- ---------------------

Contact:   Steve Ellis
           Director, Corporate Communications
           SAGA SOFTWARE, Inc.
           703-391-8295
           [email protected]
           ----------------------------

           Dawn Orr
           Director, Investor relations
           SAGA SOFTWARE, Inc.
           703-391-6589
           [email protected]



            SAGA SYSTEMS, INC. ANNOUNCES OPEN MARKET STOCK REPURCHASE


     RESTON, VA, June 14, 1999--SAGA SYSTEMS (NYSE:AGS), the parent company of
SAGA SOFTWARE, Inc., (SAGA(TM)) announced that it will commence a open-market
repurchase of up to two million shares of the company's common stock. This
component of the Company's ongoing repurchase program begins today, June 14,
1999 and will continue over an indefinite period.

     According to SAGA President and CEO Dan Gillis, "We believe that the price
of AGS shares is currently undervalued and that this initiative represents an
excellent investment in the future of the Company."

     AGS closed Friday at $10 5/8 with volume of 33,700.


                                    ~ more ~

ABOUT SAGA SYSTEMS, INC.

     Based in Reston, Virginia, SAGA SYSTEMS, Inc., (NYSE:AGS) is the parent
company of SAGA SOFTWARE, Inc. (SAGA). SAGA provides enterprise system software
and a full suite of enterprise integration solutions that support billions of
mainframe transactions daily for some of the world's largest organizations.
SAGA's suite of mission critical products and associated professional services
take customers from the heart of the enterprise to the desktop, freeing their
information and leveraging their IT investment. SAGA Affiliates are located
worldwide in Asia-Pacific, Eastern and Western Europe, Japan,
<PAGE>

Latin America, the Middle East and South America. For further information,
please visit the company's Web site at http://www.sagasoftware.com.
                                       ----------------------------

                                      ####

                                            All product or company names
                                            mentioned are used for
                                            identification purposes only,
                                            and may be trademarks, trade
                                            names or service marks of
                                            their respective owners.


Safe Harbor Provision for Forward-Looking Statements:

     The statements contained in this release include forward-looking statements
subject to the safe harbor created by the Private Securities Litigation Reform
Act of 1995 including forward-looking statements concerning product availability
and functionality and the ability of the company to integrate recently acquired
technology into in-development product offerings. These forward-looking
statements are based on the company's current knowledge, beliefs, expectations
and specific assumptions with respect to future business decisions. Accordingly,
the statements are subject to significant risks, contingencies and uncertainties
that could cause actual operating results, performance or business prospects to
differ materially from those expressed in, or implied by, these statements.
These risks, contingencies and uncertainties include, but are not limited to,
significant quarterly and other fluctuations in revenues and results of
operations; reliance on acquisitions and the timely development, production,
marketing and delivery of new products and services; increased demand for year
2000 products and services; risks associated with conducting a professional
services business; reliance on the mainframe computing environment and demand
for the company's products; changes in the company's product and service mix and
product and service pricing; interoperability of the company's products with
leading software application products; risks of protecting intellectual property
rights and litigation; dependence on third-party technology; risks associated
with international sales, distributors and operations; dependence on government
contracts; control of the company by affiliates; the company's ability to
implement its acquisition strategy, successfully integrate any acquired
products, services and businesses, adjust to changes in technology, customer
preferences, enhanced competition and new competitors in software and
professional services markets, maintain and enhance its relationships with
vendors, and attract and retain key employees; general economic and business
conditions; and other risks detailed from time to time in the company's
Securities and Exchange Commission reports, including, but not limited to, the
company's Registration Statement filed on Form S-1. Neither SAGA nor its parent
company, SAGA SYSTEMS, Inc. (collectively, the "company") is obligated to update
the information contained in this release.


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