SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 25, 1996
Computervision Corporation
(Exact name of registrant as specified in charter)
Delaware 1-7760/0-20290 04-2491912
(State or other (Commission IRS Employer
jurisdiction File Numbers) Identification
of incorporation) Number)
100 Crosby Drive, Bedford, MA 01730
(Address of principal executive offices)
Registrant's telephone number, including area code
(617) 275-1800
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On September 25, 1996, Computervision Corporation issued the
attached press release announcing the sale of its OSS business.
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired:
Not applicable
(b) Pro Forma financial information
Not applicable
(c) Exhibits:
(99) (a) Press Release dated September 25, 1996
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Computervision Corporation
(Registrant)
By /S/ Anthony N. Fiore, Jr.
Anthony N. Fiore, Jr.
Vice President, Business
Operations and General Counsel
Date: September 25, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Page. No.
(99) (a) Press Release dated September 25, 1996 7,8,9,10
<PAGE>
FOR IMMEDIATE RELEASE
*** COMPUTERVISION TO SELL HARDWARE SERVICES ***
*** BUSINESS FOR $125 MILLION ***
Furthers Strategic Transformation to Software Solutions Company
BEDFORD, Mass., September 25, 1996 -- Computervision today announced
that it has signed an agreement for the sale of its Open Service
Solutions business to an investment group headed by J. F. Lehman &
Company. Upon closing the transaction, the business will be conducted
under the name of CV Services International, Inc. The sale is for $100
million in cash, $25 million in preferred stock in CV Services
International, Inc., and warrants to purchase common shares representing
19 percent of CV Services International, Inc. The transaction furthers
Computervision's strategic transformation to a software solutions
company focused on the fast-growing Electronic Product Definition (EPD)
marketplace.
Kathleen A. Cote, President and Chief Operating Officer, said, "This
transaction enables Computervision to totally focus its strategy and
resources on growing its software solutions business in the expanding
EPD marketplace of enterprise-wide product development solutions. We see
the EPD marketplace as a major opportunity for Computervision to drive
its growth. We estimate this marketplace is at least $3 billion and
growing in excess of 20 percent annually.
"While the hardware services business was a profitable business for our
company, the proceeds from this transaction and the resulting impact on
our P&L and balance sheet made this decision fairly straightforward,"
said Cote. "On a pro forma basis, it is anticipated that our future
business model will move towards being more typical of a software
solutions company with overall gross margins between 70-75 percent,
operating margins in the range of 20-25 percent and net income from
continuing operations in the area of 11-16 percent. The proceeds of
this transaction will be used to further reduce debt, moving us closer
to our goal of being debt-free by the year 2000.
<PAGE>
"Computervision is now well positioned to aggressively drive its
Electronic Product Definition strategy to manufacturing companies of all
sizes into our large installed base, our strategic industry accounts and
their supplier base. And with Open EPD, Computervision can now
penetrate our competitors' accounts."
Cote continued, "CV Services International, Inc. will have the
opportunity to realize their full potential under the ownership of the
Lehman Group. While the individual companies will move forward to
achieve their respective goals, they will maintain a strong relationship
that will be in the best interest of our customers.
"This transaction creates a win-win situation for Computervision, its
customers, employees and shareholders," said Cote. "For the employees
and customers of the new CV Services International, Inc., this
transaction provides them an ownership and management that is fully
committed to growing its business, to expanding the company's range of
services and to pursuing a broad range of opportunities in its markets:
systems support and maintenance, networking, and information technology
infrastructure support. Customers will continue to be served by the
same people. Employees will benefit from being part of an independent
concern where their efforts will be directly reflected in the success of
their company."
John Lehman, Chairman and President of J. F. Lehman & Company, stated,
"My associates and I are enthusiastic about our ownership of this well-
established, highly successful worldwide business. We plan to be
directly involved in the governance and global growth of CV Services
International, Inc., and are firmly committed to maintaining the current
high-quality services that it now provides to its many customers
throughout the world."
CV Services International, Inc., will continue to be managed by the
current senior management team headed by John J. Murphy, currently Vice
President of OSS. He has been with Computervision since 1980 and has
over 31 years of international experience.
"We have transformed our business over the last few years to supply our
customers with a broad range of services that provide them with a
competitive approach to Information Technology," said Murphy. "This
service partnership with J. F. Lehman & Company will enable us to grow
the business by greater investment in our people, process and
technology."
The transaction also includes an operating agreement with CV Services
International Inc. to ensure a transition that is smooth and transparent
for customers. This transaction is subject to customary conditions, the
completion of due diligence and regulatory approvals, and is expected to
close by the end of 1996.
<PAGE>
Computervision's Electronic Product Definition strategy is an approach
to developing, delivering, and maintaining products throughout the
entire product development life cycle. Electronic Product Definition
allows every part of an organization -- design, development,
manufacturing, and support -- to work in an optimized collaborative
environment, sharing design information and responding quickly to design
changes as they happen.
OSS Background
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Established in 1969 as a service business unit of Computervision
Corporation, Open Systems Solution (OSS) has a history firmly rooted in
complex systems in a networked environment. It has matured as a truly
international company, supporting over 20,000 manufacturing and
commercial customers and serving more than 100,000 systems across the
globe. In 1989, Computervision achieved BS5750/ISO9000 registration,
evidence of its continuing commitment to high standards. OSS is the
largest independent provider of hardware and systems software services
to end users of Sun Microsystems. OSS is positioned amongst the world's
leading IT service providers. It continues to expand in both size and
revenue.
J. F. Lehman Background
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J. F. Lehman & Company (JFLC) is a company that specializes in the
acquisition of mid-sized high- technology manufacturing and service
companies with emphasis on those industries where the principals have
specialized experience and relationships.
Computervision Background
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Computervision Corporation is a leading international supplier of
desktop and enterprise-wide product development software and services.
For more than 25 years, the company's product and process data
management (PDM) and design automation (CAE/CAD/CAM) software solutions
have helped manufacturers improve product quality and reduce time to
market. Computervision provides best-practices consulting programs to
support product development process reengineering, technology
implementation and comprehensive application support. Computervision is
headquartered in Bedford, Massachusetts, and provides sales and support
services to its customers through its offices worldwide.
This press release contains "forward-looking" statements under the
federal securities laws. The Company notes that actual results could
differ materially from those projected. Various factors could cause
actual results to differ materially from those projected, including:
reliance on significant contracts from large customers that make
quarterly revenues and earnings difficult to predict, the Company's
ability to achieve expected levels of operating costs and anticipated
mix of revenues between product and support services, the risks
associated with new product introduction and technology development by
the Company, product introductions or price changes by the Company's
competitors, and general economic conditions by the Company's principal
markets. The Company refers the reader to its filings with the
Securities and Exchange Commission for other risks and uncertainties.
<PAGE>
Computervision, Computervision Services, and the Computervision logo are
USPTO registered trademarks of Computervision Corporation. Electronic
Product Definition and EPD are trademarks of Computervision Corporation.
All other marks are trademarks of their respective owners.
A copy of this release plus financial, product and other company
information is available via fax by dialing 1-800-546-4616. Any
questions concerning the service should be directed to Investor
Relations at Computervision Corporation at 617/ 275-1800. For more
information on Computervision visit the Computervision web site at
http://www.cv.com.
Investor Contact: Media Contact:
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William A. Foniri Paula Slotkin
Chief Financial Officer Director, Public Relations
Computervision Corporation Computervision Corporation
(617) 275-1800, ext. 5168 (617) 275-1800, ext. 1838
[email protected] [email protected]
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