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): October 9, 1997
DATAWATCH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-19960 02-0405716
(State or other (Commission file (I.R.S. Employer
jurisdiction of number) Identification
incorporation or No.)
organization)
234 Ballardvale Street, Wilmington, MA 01887
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (978) 988-9700
No change since last report
(Former name or address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On October 9, 1997 (the "Closing Date"), Datawatch
Corporation, a Delaware corporation ("Datawatch") and Pole
Position Software GmbH, a corporation organized under the laws of
the Federal Republic of Germany and an indirect wholly-owned
subsidiary of Datawatch ("Pole Position;" Datawatch and Pole
Position are hereinafter referred to collectively as the
"Company"), entered into an Asset Purchase Agreement (the
"Agreement") with Dr Solomon's Software, Inc., a Massachusetts
corporation (the "Buyer"). A copy of the Agreement is attached
as Exhibit 2.1 to this Current Report on Form 8-K.
Pursuant to the Agreement, the Company sold its Macintosh-
based Virex anti-virus and netOctopus network management software
products and certain assets (exclusive of accounts receivable
outstanding as of the Closing Date) relating to these Macintosh
products (collectively, the "Macintosh Business") in exchange for
$16,750,000 (the "Purchase Price") in cash plus the assumption of
certain liabilities relating to the Macintosh Business. The
purchase price and terms of the acquisition were determined in
arms-length negotiations between the parties.
In the Agreement, the Company made various representations
and warranties as to the Macintosh Business and have agreed to
indemnify the Buyer for any breaches thereof. Under the terms of
the Agreement, $1,675,000 is being held in escrow until October
9, 1998 for any claims that the Buyer may have in the future
against the Company for any breaches of the representations and
warranties in the Agreement. A copy of the Escrow Agreement is
attached as Exhibit 2.2 to this Current Report on Form 8-K. The
terms of the Agreement limit indemnifiable losses to 75% of the
Purchase Price for claims made on or prior to the date six months
after the Closing Date and to 50% of the Purchase Price for
claims made after the date six months after the Closing Date and
ending on the second anniversary of the Closing Date
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Unaudited Pro Forma Combined Financial Information.
It is impracticable to provide the pro forma
financial information required by Item 7(b) of Form 8-K
relating to the sale of the Macintosh Business at the
time this report is filed. Such required pro forma
financial information will be filed as soon as
practicable, but not later than December 23, 1997.
<PAGE>
(c) Exhibits.
2.1 Asset Purchase Agreement, dated October 9, 1997,
among Datawatch Corporation, Pole
Position Software GmbH, and Dr Solomon's Software,
Inc.
2.2 Escrow Agreement, dated October 9, 1997,
among Datawatch Corporation, Dr Solomon's
Software, Inc. and State Street Bank and Trust
Company.
<PAGE>
SIGNATURE
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.
DATAWATCH CORPORATION
By: /s/ Bruce R. Gardner
Bruce R. Gardner
Executive Vice President
Dated: October 24, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2.1 Asset Purchase Agreement, dated October 9,
1997, among Datawatch Corporation, Pole
Position Software GmbH and Dr Solomon's
Software, Inc.
2.2 Escrow Agreement, dated October 9, 1997,
among Datawatch Corporation, Dr Solomon's
Software, Inc. and State Street Bank and
Trust Company.
<PAGE>
EXHIBITS AND SCHEDULES OMITTED IN ACCORDANCE
WITH ITEM 601(B)(2) OF REGULATION S-K
Pursuant to Article II of the Asset Purchase Agreement (the
"Agreement") dated October 9, 1997 among Datawatch Corporation
("Datawatch"), Pole Position Software GmbH ("Pole Position") and
Dr Solomon's Software, Inc., Datawatch and Pole Position listed
various exceptions to certain representations and warranties made
by them in the Agreement in a disclosure schedule which formed
part of the Agreement; the disclosure schedule, however, is not
required to be, and is not, filed as part of this Current Report
on Form 8-K. In addition, there are certain exhibits listed on
the table of contents to the Agreement which form part of the
Agreement, but which also are not required to be, and are not,
filed as part of this Current Report on Form 8-K. Datawatch will
furnish supplementally a copy of any omitted exhibit or schedule
to the Securities and Exchange Commission (the "Commission") upon
the Commission's request; provided, however that Datawatch may
request confidential treatment pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended, for any schedule or
exhibit so furnished.
