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): July 21, 1997
Computervision Corporation
(Exact name of registrant as specified in charter)
Delaware 1-7760/0-20290 04-2491912
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(State or other (Commission IRS Employer
jurisdiction File Numbers) Identification
of incorporation) Number)
100 Crosby Drive, Bedford, MA 01730
(Address of principal executive offices)
(617) 275-1800
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
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On July 21, 1997, Computervision Corporation issued a press
release announcing the completion of the sale of its open
services business unit to CVSI, Inc. (see copy of press release
attached).
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of business acquired:
Not applicable
(b) Pro Forma financial information
Not applicable
(c) Exhibits:
(99) (a) Press Release dated July 21, 1997
<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: July 22, 1997
<PAGE>
EXHIBIT INDEX
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Exhibit No. Page. No.
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(99) (a) Press Release dated July 22, 1997 5-6
<PAGE>
For Further Information:
FOR IMMEDIATE RELEASE
Investor Contacts: Media Contacts:
Mindy Kohl Carolyn Goldstein
(617) 275-1800, ext. 4887 (617) 275-1800, ext. 2612
Kathryn Cadigan Bob Sherriff
(617) 275-1800, ext. 1871 (617) 275-1800, ext. 2533
Investor Relations Public Relations
FOR IMMEDIATE RELEASE
Computervision Completes Sale of
Open Service Solutions Business Unit
Announces $45 Million Cost Structure Rationalization
of Complete Evolution to Pure Software Company
BEDFORD, Mass., July 21, 1997 -- Computervision Corporation
(NYSE:CVN) today announced that it has completed the sale of its
Open Service Solutions business unit ("OSS") to CVSI, Inc.
("CVSI"). The Company said that the disposition of OSS will
enable it to rationalize its cost structure and finalize its
evolution into a pure software solutions company. This strategic
initiative will result in an approximate $45 million pre-tax
charge against 1997 second quarter earnings. Consequently, on a
going-forward basis Computervision expects to improve its
business model and operating margins.
As a result of this transaction, Computervision received $32.6
million in cash, of which $7.6 million was paid by M.D. Sass
Investors Services, Inc. (the "Buyer"), which owns 17% of
Computervision's outstanding common stock, for 76% of CVSI's
Class A voting stock. The remaining $25 million was paid to
Computervision by CVSI, and, in addition, Computervision received
a subordinated note from CVSI in the principal amount of $10
million. Computervision will retain 24% of CVSI's Class A voting
common stock (to which it has currently assigned a nominal value)
and 100% of its Class B non-voting stock. The Buyer has been
provided incentive options to purchase the remaining 24% Class A
common stock held by Computervision should it retire within the
first year the $10 million subordinated note as well as purchase
all of the Class B non-voting stock for $15 million. In
addition, Computervision has agreed that if CVSI does not achieve
certain specified levels of product revenues and operating
margins from Computervision-initiated referrals, CVSI will have
the option to purchase, at a nominal price, some or all of the
remaining Class A stock held by Computervision. However, in no
instance can CVSI raise additional funds without the proceeds
first going to retire the $10 million subordinated note and
purchase Class B stock for $15 million. Computervision
anticipates that cash proceeds will be used to repay debt and for
other general corporate purposes.
"With the completion of this transaction, we now can direct all
of our attention to our market-leading growth business, which is
developing and implementing Electronic Product Definition(TM)
(EPD(TM)) software solutions for a broad range of industries
worldwide," said Kathleen A. Cote, president and chief executive
officer. "We are excited to now be in the position of focusing
solely on bringing value to our stockholders by delivering best-
in-class software solutions to our existing and prospective
customers."
Cote continued, "Bill Wilson, our new chief financial officer,
and I look forward to discussing the details of Computervision's
new business model and strategic initiative on our Wednesday,
July 23rd, second quarter earnings conference call."
Computervision Background
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Computervision Corporation (NYSE:CVN) is the leading
international supplier of Electronic Product Definition (EPD)
solutions. EPD is Computervision's product and process response
to the customer need to concurrently create, manage, share and
reuse electronic product information in a collaborative
environment throughout a product's life cycle and across a
distributed value chain. For more than 27 years, the company's
product development software solutions have helped manufacturers
improve product quality and reduce time to market.
Computervision is headquartered in Bedford, Massachusetts.
Except for the historical information contained herein, matters
discussed in this new release may constitute forward-looking
statements that involve risks and uncertainties that could cause
actual results to differ materially from those projected. These
include risks and uncertainties that are detailed from time to
time in reports filed by Computervision with the Securities and
Exchange Commission, including the Company's most recent reports
on Forms 10-K and 10-Q.
Computervision and the Computervision logo are registered
trademarks of Computervision Corporation. Electronic Product
Definition, and EPD are trademarks of Computervision Corporation.
All other trademarks are trademarks of their respective owners.
A copy of this release plus financial, product and other company
information is available 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, please call 617/275-1800 or
visit the Computervision web site at http://www.cv.com.
