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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): February 5, 1999
ENTERPRISE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18034 68-0158367
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
38705 Seven Mile Road, Suite 435, Livonia, Michigan 48152
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 380-6070
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
The press release identified under Item 7 is filed as an exhibit to this Form
8-K and the text of such exhibit is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
99 Press Release dated February 11, 1999
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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, thereto duly authorized.
ENTERPRISE SOFTWARE, INC.
By /s/ Andre A. Blay
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Andre A. Blay
Its Chairman of the Board and Chief
Executive Officer
Date: February 12, 1999
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EXHIBIT INDEX
Exhibit No. Description
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99 Press Release dated February 11, 1999
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EXHIBIT 99
ENTERPRISE SOFTWARE NAMES CARY FITCHEY TO BOARD OF DIRECTORS
DETROIT--(BUSINESS WIRE)--Feb. 11, 1999--Enterprise Software, Inc. (ENSW) today
announced that Cary S. Fitchey has been elected to the Company's Board of
Directors.
Mr. Fitchey, 46, is Managing Partner of British Pacific Partners, which invests
in potential industry consolidation opportunities and provides advisory services
for companies in turnaround situations. He has served previously as a director
of Enterprise Software (then known as IndeNet, Inc.), but resigned from the
Board in 1997. He succeeds Thomas Baur, who resigned to make room for Mr.
Fitchey on Enterprise Software's seven-member Board.
Prior to forming British Pacific Partners in June 1998, Mr. Fitchey was a
partner of Dartford Partnership, which made investments in branded products in
the food and beverage categories. Before joining Dartford, he was Managing
Director of Triad Partners, Ltd., an advisory and investment company. He founded
the firm in 1985 to provide services to corporate clients in the areas of
strategic management, acquisitions, divestitures, licensing, restructuring and
takeover defense related situations.
From 1983 to 1985, Mr. Fitchey was Vice President of Business Planning for
PepsiCo, Inc. He also has served as a Vice President for A.T. Kearney and
Strategic Planning Associates, both of which are international management
consulting firms. He has an MBA from the University of Michigan and a BS from
Purdue University.
Andre Blay, Chairman and Chief Executive Officer of Enterprise Software, Inc.
said, "I am pleased that Cary Fitchey has rejoined our Board of Directors. As a
representative of a large group of our shareholders and a former director of the
Company, he has valuable insights that will be very useful to the Board as we
continue our efforts to maximize value for our shareholders."
Mr. Fitchey said, "I am pleased that the Enterprise Software Board which, with
my election and that of Irwin Schlass last week, now more fully represents the
interests of all of the Company's shareholders. I intend to work closely with
the other directors to explore ways of obtaining the best value for our
shareholders."
As announced in October 1998, Enterprise has retained the international
investment banking firm of Schroder & Co. Inc. to explore all available
alternatives, including the possibility of a merger or sale of the Company.
Enterprise Software, Inc., a developer of mission critical software for
enterprise management, is the parent company of Enterprise Systems Group, Inc.
and Cable Computerized Management Systems, Inc. (CCMS), recognized leaders in
innovative broadcast management software systems and integrated media support
services for television stations, radio stations, cable
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networks, cable systems and other television distributors. Enterprise Software,
Inc. is also the parent company of REVIVE Technologies Incorporated, a global
provider of legacy systems conversion services and technologies.
Included in this release are "forward-looking" statements based upon the
Company's good faith expectations and beliefs which the Company believes are
reasonable but which may differ materially from actual results, depending upon
the circumstances, and there can be no assurance that the statements of
expectation or belief will result or be achieved or accomplished. Taking into
account the foregoing, the actual results could differ materially from those
expressed in such forward-looking statements as a result of such important
factors as the Company's ability to compete with high-technology competitors
which may be larger, offer more services, possess greater resources and other
factors described in the Company's reports on file with the Securities and
Exchange Commission.
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