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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): January 12, 2000
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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 12, 2000, MAPICS, Inc. (the "Company") acquired by merger
(the "Acquisition") Pivotpoint, Inc., a Massachusetts corporation
("Pivotpoint"). The Acquisition was consummated in accordance with that certain
Agreement and Plan of Merger dated December 15, 1999 by and among the Company,
MAPICS Merger Corp, a Massachusetts corporation and a wholly owned subsidiary of
the Company ("Merger Corp."), and Pivotpoint (the "Merger Agreement"). Under the
terms of the Merger Agreement, Merger Corp. merged with and into Pivotpoint,
with Pivotpoint being the surviving corporation and becoming a wholly owned
subsidiary of MAPICS. The terms of the Merger Agreement resulted in the purchase
of all outstanding shares of capital stock of Pivotpoint and payment of certain
Pivotpoint debt for a total of $48.0 million in cash. Approximately 10% of the
total consideration is being held in escrow for potential indemnification claims
under the Merger Agreement. Other than the escrowed amount, there is no other
contingent consideration relating to the Acquisition. The Company financed a
majority of the merger consideration through a new $55 million credit facility
with BankBoston, N.A.
The purchase price and other terms of the Merger Agreement were
determined as a result of arms' length negotiations between unrelated parties.
The Company entered into employment agreements with three senior executives of
Pivotpoint. At the closing date, there was no other material relationship
between the Company and Pivotpoint or any of the shareholders of Pivotpoint, or
any of their respective affiliates, officers, directors or associates.
Since 1987, Pivotpoint, Inc. has provided advanced business systems to
mid-sized manufacturing and distribution companies. Pivotpoint'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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impractical
to provide financial statements for Pivotpoint, Inc., to the extent required, at
the date of the filing of this Form 8-K. The financial statements, if required,
will be provided as soon as practicable, but not later than 60 days after the
date on which this Form 8-K is required to filed.
(b) PRO FORMA FINANCIAL INFORMATION. It is impractical to file the
pro forma financial information for Pivotpoint, Inc. to the extent required, at
the date of the filing of this Form 8-K. The pro forma financial information, if
required, will be provided as soon as practicable, but not later than 60 days
after the date on which this Form 8-K is required to be filed.
(c) EXHIBITS.
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Exhibit No. Description
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2.2 Agreement and Plan of Merger dated as of
December 15, 1999, by and among MAPICS,
Inc., a Georgia corporation, MAPICS Merger
Corp., a Massachusetts corporation and
Pivotpoint, Inc., a Massachusetts
corporation (incorporated herein by
reference from Exhibit 2.2 to MAPICS, Inc.'s
Annual Report on Form 10-K for the fiscal
year ended September 30, 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: January 26, 2000
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EXHIBIT INDEX
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Exhibit No. Description
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2.2 Agreement and Plan of Merger dated as of
December 15, 1999, by and among MAPICS,
Inc., a Georgia corporation, MAPICS Merger
Corp., a Massachusetts corporation and
Pivotpoint, Inc., a Massachusetts
corporation (incorporated herein by
reference from Exhibit 2.2 to MAPICS, Inc.'s
Annual Report on Form 10-K for the fiscal
year ended September 30, 1999).
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