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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 9, 2000
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Date of Report (Date of earliest event reported)
SEDONA CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-15864 95-4091769
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
incorporation) No.)
649 North Lewis Road Limerick, Pennsylvania 19468
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
610-495-3003
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Not applicable
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Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 9, 2000, Sedona Corporation acquired Acxiom Corporation's
Customer Information Management System, or CIMS, business unit. CIMS is a
provider of customer relationship management ("CRM") software. As a result of
this transaction, Sedona will enhance the development of its Internet-based CRM
strategy by obtaining a comprehensive CRM product suitable for smaller to
mid-sized businesses and approximately 80 client accounts.
In connection with the transaction, Sedona issued $1.5 million in 8%
convertible preferred stock and warrants exercisable into 247,934 shares of
Sedona common stock at an exercise price of $3.025 per share. Sedona also will
pay Acxiom a 10% royalty fee on all collections of license fees derived from
CIMS technology, such royalties to be not less than $1 million over the three
year period following the acquisition, and assumed certain liabilities related
principally to the service and warranty contracts assigned by Acxiom to Sedona.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
The financial statements required by paragraph (a) of Item 7 are filed
as Exhibit 99.2 to this Form 8-K/A and hereby incorporated by reference
into the text of this Form 8-K/A.
The unaudited interim financial statements of the CIMS business unit
for the periods ending March 31, 2000 and March 31, 1999 are filed as
Exhibit 99.3 to this Form 8-K/A and hereby incorporated by reference
into the text of this Form 8-K/A.
(b) Pro Forma Financial Information
The pro forma financial information required by paragraph (b) of Item 7
are filed as Exhibit 99.1 to this Form 8-K/A and hereby incorporated by
reference into the text of this Form 8-K/A.
(c) Exhibits
EXHIBIT INDEX
The following exhibits are filed as part of this Current Report on Form
8-K/A:
Exhibit No.
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2.1(1) Asset Purchase and Sale Agreement between Acxiom Corporation
and SEDONA Corporation, dated April 9, 2000.
4.1(2) Certificate of Designations, Preferences and Rights of Class
A, Series H Convertible Preferred Stock.
10.1(2) Series H Convertible Preferred Stock and Warrants Purchase
Agreement, dated May 5, 2000, by and between the Company and
Acxiom Corporation.
10.2(2) Warrant to purchase shares of common stock of the Company
issued to Acxiom Corporation.
10.3(2) Registration Rights Agreement, dated May 5, 2000, by and
between the Company and Acxiom Corporation.
23.1* Consent of KPMG, LLP, Independent Auditors
99.1* Sedona Corporation's Pro Forma Financial Statements.
99.2* Acxiom Corporation's Customer Management Information Systems
business unit Financial Statements.
99.3* Acxiom Corporation's Customer Management Information Systems
business unit unaudited interim Financial Statements.
* Filed Herewith.
(1) Incorporated by reference to Exhibit 2 to Form 8-K filed April 25,
2000.
(2) Incorporated by reference to the respective exhibits to Form S-3
filed June 5, 2000 (File No. 333-38578).
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SIGNATURES
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 thereunto duly authorized.
SEDONA CORPORATION
Date: 6/23/2000 By: /s/ William K. Williams
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William K. Williams
Vice President and Chief Financial
And Accounting Officer
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