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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): December 15, 1999
MAPICS, INC.
(Exact Name of Registrant as Specified in Charter)
Georgia 000-18674 04-2711580
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1000 Windward Course Parkway
Alpharetta, Georgia 30005
(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code: (678) 319-8000
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ITEM 5. OTHER EVENTS.
On December 15, 1999, MAPICS, Inc. issued a press release announcing
that it has entered into a definitive agreement to acquire Pivotpoint, Inc., a
leading provider of enterprise business applications for mid-sized manufacturing
and distribution organizations. Pivotpoint is based in Woburn, Massachusetts.
The full text of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this
Report. The following exhibits are filed as part of this Report:
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Exhibit No. Description
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99.1 Press Release dated December 15, 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 hereunto duly authorized.
MAPICS, INC.
By: /s/ Martin D. Avallone
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Martin D. Avallone
Vice President
Dated: December 15, 1999
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release dated December 15, 1999.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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FINANCIAL CONTACT: MAPICS MARKETING CONTACT: PIVOTPOINT MARKETING CONTACT:
Bill Gilmour Al Barrenechea Janice Pearce
Chief Financial Officer V.P. Product Marketing V.P. Business Development
MAPICS, Inc. MAPICS, Inc. Pivotpoint, Inc.
(678) 319-8283 (678) 319-8122 (781) 939-0225
[email protected] [email protected] [email protected]
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MAPICS, INC. TO ACQUIRE PIVOTPOINT, EXPANDING E-BUSINESS OFFERINGS FOR
MID-SIZED MANUFACTURING ESTABLISHMENTS
Advanced Technology and Proven Reliability Demonstrate Focus on Customer Value
ATLANTA -- DEC. 15, 1999 -- MAPICS, Inc. (Nasdaq/NM: MAPX), a leading provider
of enterprise business applications for mid-sized manufacturing establishments,
announced today a definitive agreement to acquire Pivotpoint, Inc., a company
whose proven technology and visionary e-business solutions place them at the
forefront of the extended enterprise application space. With this aggressive
move, MAPICS immediately expands its offerings across multiple platforms,
including Windows NT, UNIX, Linux and AS/400. In return, Pivotpoint gains access
to MAPICS' worldwide network of affiliate sales organizations, long recognized
as one of the best in the industry. The combined company will continue to
deliver stable business solutions, deep functionality, and unmatched customer
service and support.
"An important advantage of this partnership is that it positions us as the
e-business leader in our combined markets," said Dick Cook, MAPICS' president
and chief executive officer. "Pivotpoint applications are unmatched in their
ability to utilize the latest Internet technologies. Combined with MAPICS'
advanced e-business framework, our customers will derive significant business
value from current and future Web capabilities. We will also leverage a unique
combination of applications for the extended enterprise that allow our customers
to build tighter relationships throughout their supply chains," said Cook.
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MAPICS, Inc. To Acquire Pivotpoint
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Dec. 15, 1999
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As part of this business combination, Steve Haley, Pivotpoint's president and
chief executive officer, will assume the new position of chief operating officer
of MAPICS. Haley will have worldwide responsibility for product development,
marketing, sales and customer service. Plans call for products from both
organizations to be sold and implemented by the MAPICS affiliate network.
Pivotpoint's experienced direct sales and service professionals will team with
MAPICS' affiliates and its Major Accounts organization that works with large,
multi-site and multi-national customers.
"Today's announcement is exciting news for the customers of both our
organizations. This is truly a synergistic relationship involving the
combination of two very successful companies to enhance our services to a unique
client base, mid-sized manufacturing establishments," said Haley. "Our combined
industry knowledge, proven solutions, talented workforce, and passion for
customer satisfaction give us all the ingredients necessary to become the
mid-market champions."
Bruce Richardson, senior vice president of AMR Research, adds, "This is a very
smart strategic move for both companies. It combines two very compatible
cultures that have strong ERP products and e-business strategies. Each can
leverage the other's sales channels and complementary vertical markets. This is
clearly a case where the whole is stronger than the individual parts."
Through this combination, MAPICS expands its foothold in the growing market for
integrated manufacturing solutions beyond the AS/400, to include Windows NT,
UNIX and Linux. "MAPICS has become one of just a handful of enterprise software
providers to offer fully integrated solutions on all of the industry's leading
platforms," said Doug Bulla of Guide Technologies, a MAPICS affiliate in
Cincinnati, Ohio. "From the standpoint of an affiliate, and for our customers,
this decision reaffirms the core values that are so much a part of MAPICS'
culture: delivering reliable solutions with an emphasis on returning measurable
results and building strong relationships with our customers."
ACQUISITION HIGHLIGHTS
MAPICS, Inc. has signed a definitive agreement to acquire Pivotpoint, a
privately held applications provider headquartered in Woburn, Massachusetts.
Terms of the acquisition include the purchase of all Pivotpoint shares and
payment of certain Pivotpoint debt for a total of $48 million in cash. Closing,
which is expected within 60 days, remains subject to certain conditions,
including regulatory clearance and approval of the acquisition by Pivotpoint
stockholders. Related to this acquisition, MAPICS has received a commitment for
a new $55 million credit facility.
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MAPICS, Inc. To Acquire Pivotpoint
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Dec. 15, 1999
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Both MAPICS and Pivotpoint have distinguished themselves by remaining profitable
during the recent slowdown in revenue growth for the industry. This has allowed
MAPICS to maintain a strong financial position and pursue investment
opportunities such as this acquisition. This combination should rank MAPICS
among the largest providers of extended enterprise applications. MAPICS reported
revenues of $134.7 million for their fiscal year ended September 30, 1999, while
Pivotpoint anticipates total revenues of more than $25 million for calendar year
1999. During the quarter in which the acquisition is recorded, MAPICS expects to
record one-time charges of $8 to $13 million before taxes, consisting primarily
of non-cash items. Excluding acquisition-related write-offs, the company
anticipates that this transaction will be accretive immediately to EBITDA and
believes that it will add to net earnings starting in fiscal 2001.
ABOUT PIVOTPOINT
Since 1987, Pivotpoint, Inc. has provided advanced business systems to mid-sized
manufacturing and distribution companies. The company's offerings include
Point.Man, a powerful suite of Extended Enterprise Applications (EEA) designed
to streamline business processes for manufacturing, customer service and
financials across multiple sites, business lines and countries. Point.Man
provides the speed, Internet accessibility and tight integration mid-sized
manufacturing establishments expect, with broad functionality that can be
implemented as required to meet the needs of rapidly growing companies.
Pivotpoint also offers an Advanced Planning and Scheduling (APS) system and an
Enterprise Asset Management (EAM) suite. The company supports more than 700
customers, including Alpha Industries; C-Cube; Deka Medical; Dictaphone; Dukane
Corp.; FMC Wellhead; Freightliner, Inc.; Mercedes-Benz (a division of
DaimlerChrysler); Meritor; and SmithKline Beecham.
ABOUT MAPICS
With more than 20 years of proven expertise, MAPICS, Inc. is one of the world's
leading providers of enterprise applications specifically designed to meet the
needs of discrete and batch process manufacturers. The company's flagship
Enterprise Resource Management (ERM) solution, MAPICS XA, delivers proven
in-depth functionality for the management of operations, financial, engineering,
product demand and supply chain planning. The solution leverages the AS/400
platform, client/server technology, and other advanced technologies such as Java
and the Internet to deliver solutions for organizations of almost any size,
including international and multi-site operations. More than 2,500 customers
have implemented MAPICS XA since its introduction in 1994, including Bayer
Corp.; Dialight
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MAPICS, Inc. To Acquire Pivotpoint
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Dec. 15, 1999
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Corporation; General Electric Co., P.L.C.; Goodyear Tire &
Rubber Co.; Honda Motor Co., Ltd.; MAG Instruments, Inc.; Michelin Corp.; MTD,
Inc.; Volvo Corp.; and York International.
Editor's Note: The correct usage of the MAPICS name is all capitals.
MAPICS, Inc. is headquartered in Atlanta with offices around the globe and a
worldwide sales network of over 75 affiliates, servicing customers in more than
70 countries. MAPICS is a trademark of MAPICS, Inc. Pivotpoint and Point.Man are
trademarks of Pivotpoint, Inc. Windows NT is a trademark of Microsoft Corp.
For more information on MAPICS, visit the World Wide Web at www.mapics.com or
call 1-888-3MAPICS. For more information on Pivotpoint, visit the World Wide Web
at www.pivotpoint.com or call 1-800-777-0932.
Statements in this press release or otherwise attributable to the Company
regarding the Company's business which are not historical facts, including those
regarding benefits associated with the contemplated transaction, are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Words such as "will," "allow,"
"planned," "intend," "should," "expect," "provide," and "anticipate," are
intended to identify such forward-looking statements. These forward-looking
statements are not guarantees of performance and are inherently subject to risks
and uncertainties, none of which can be predicted or anticipated. Future events
and actual results, financial or otherwise, could differ materially from those
contained herein. Important factors that could cause the actual results to
differ materially from the Company's expectations include the ability of the
parties to consummate the transaction, including obtaining financing and other
approvals necessary, the ability of the parties to successfully manage and
establish relationships with third parties, the ability of the parties to
successfully and profitably integrate products and operations, competition in
the market for business software in the mid-sized manufacturing industry, as
well as other factors set forth from time to time in the Company's reports filed
with the Securities and Exchange Commission.
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