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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)
May 20, 1999
Software AG Systems, Inc.
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(Exact name of Registrant as specified in its Charter)
Delaware 001-13609 54-1167173
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(State or other Jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification Number)
11190 Sunrise Valley Drive, Reston, Virginia 20190
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 391-6757
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Not Applicable
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(Former name or former address, if changed since last Report)
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Software AG Systems, Inc.
INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events
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SAGA SOFTWARE, Inc., a wholly owned subsidiary of Software AG Systems,
Inc., announced that it entered into an agreement to acquire Blue Lobster, Inc.
based in San Jose, California, as set forth in the press release issued May 20,
1999 and attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
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Exhibit 99.1 Press release dated May 20, 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.
SOFTWARE AG SYSTEMS, INC.
Date: May 20, 1999 By: /s/ Katherine E. Butler
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Katherine E. Butler
Vice President, General Counsel and
Secretary
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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Contact: Steve Ellis
Director, Corporate Communications
SAGA SOFTWARE, Inc.
703-391-8295
[email protected]
SAGA SOFTWARE AGREES TO ACQUIRE
BLUE LOBSTER SOFTWARE
RESTON, VA, May 20, 1999--SAGA SOFTWARE(TM), Inc. (SAGA(TM)) announced
today that it has signed a definitive agreement to acquire San Jose, California-
based Blue Lobster Software, Inc. SAGA and Blue Lobster Software expect to
close the transaction following the satisfaction of certain pre-closing
conditions, including the scheduling and holding of a meeting of the
shareholders of Blue Lobster Software.
SAGA declined to disclose terms and details of the deal other than the
purchase price for the acquisition, which is $12 million cash. President and
CEO Dan Gillis said he sees the acquisition "enhancing the integration
facilities of Sagavista(TM)," SAGA's in-development enterprise integration
product suite.
About SAGA SOFTWARE, Inc.
SAGA, based in Reston, Virginia, provides enterprise systems 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's parent company is traded
on the New
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York Stock Exchange under the symbol AGS. For further information, please visit
the company's Web site at www.sagasoftware.com.
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The statements contained in this press release include forward-looking
statements subject to the safe harbor created by the Private Securities
Litigation Reform Act of 1995, including statements concerning certain
conditions to the closing of the transaction referenced in the release. 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 potential
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 potential risks,
contingencies and uncertainties include, but are not limited to, significant
quarterly and other fluctuations in revenues and results of operations; reliance
on Software AG of Darmstadt, Germany for development and timely delivery of
products, 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 applications 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. SAGA SOFTWARE, Inc. is not obligated
to update the information in the foregoing release.
