UNITED STATES
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): July 30, 1999
LEGATO SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-26130 94-3077394
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3210 Porter Drive, Palo Alto, California 94304
(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code: (415) 812-6000
(Former Name or Former Address, if Changed Since Last Report.)
<PAGE>
Item 2. Acquisition of Assets
On July 30, 1999, Legato Systems, Inc. (the Company) completed the
acquisition of Vinca Corporation, a Utah-based leader in high availability and
data protection software. The transaction was accounted for as a purchase
business combination. We issued a combination of stock and cash, valued at
approximately $94 million in exchange for all the stock and options of Vinca
Corporation.
Further details regarding the foregoing transaction are filed as Exhibit
99.1 and Exhibit 99.2.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired. The audited financial
statements relating to Vinca Corporation will be filed with the Securities and
Exchange Commission as soon as practicable no later than sixty days after the
date that this initial report on Form 8-K must be filed.
(b) Pro Forma Financial Information. The pro forma financial statements
relating to Vinca Corporation will be filed with the Securities and Exchange
Commission as soon as practicable no later than sixty days after the date that
this initial report on Form 8-K must be filed.
(c) Exhibits. The following documents are filed as exhibits to this initial
report:
Exhibit
Number Description
- ------- ---------------------------------------
99.1 Press release, dated June 7, 1999.
99.2 Press release, dated August 2, 1999.
<PAGE>
SIGNATURES
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.
LEGATO SYSTEMS, INC.
Date: August 12, 1999 By: /s/ Stephen C. Wise
Name: Stephen C. Wise
Title: Senior Vice President,
Finance and Administration
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- ------------------------------------
99.1 Press release, dated June 7, 1999.
99.2 Press release, dated August 2, 1999.
<PAGE>
Editorial Contact: Exhibit 99.1
Trish Terry
Corporate Affairs
925.556.4100 ext. 1302
[email protected]
Investor Contact:
Stephen C. Wise
Chief Financial Officer
650.812.6102
[email protected]
FOR IMMEDIATE RELEASE
LEGATO SYSTEMS, INC. ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE VINCA CORPORATION
Extends Leadership in Data Availability Market
PALO ALTO, CA, June 7,1999 - Legato(R) Systems, Inc. (Nasdaq: LGTO), the
leader in the enterprise storage management software market, today announced
that it has signed a definitive agreement to acquire Vinca Corporation, a
Utah-based leader in high availability and data protection software. The
combination of the two companies, in conjunction with Legato's recently
completed acquisition of FullTime Software, Inc., will create the industry's
largest provider of data availability software solutions for distributed
systems.
The transaction is expected to be accounted for under purchase accounting,
and is scheduled to close in July 1999. Legato will issue a combination of stock
and cash, valued at approximately $94 million. Legato expects that the
acquisition of Vinca will be accretive to its 1999 earnings, excluding
non-recurring merger-related costs and the ongoing amortization associated with
the acquisition.
"The acquisition of Vinca will extend our data availability solution set
beyond our already robust set of FullTime offerings. Together, we will now
provide a breadth of coverage unmatched in the data availability marketplace,"
said Louis C. Cole, president and CEO of Legato Systems, Inc. "The combined
offerings with Vinca dramatically extends Legato's reach far beyond our current
leadership positions in high-end NT and UNIX to mixed Windows NT, NetWare, and
OS/2 environments." The combined operation will lead the evolving data
availability marketplace with a commanding market position.
The addition of Vinca's award-winning StandbyServer product family,
including versions for Windows NT, NetWare, and OS/2 Warp, will directly
complement Legato's continuum of high availability and fault tolerant solutions
that already include Legato FullTime Cluster and FullTime Data for NT and UNIX,
Legato NetWorker for NT, UNIX and NetWare, and Legato GEMS for distributed
management.
"We are very pleased to be a part of the Legato team," said Alan D. Rudd,
president and CEO of Vinca. "Our products and technologies are very
complementary and we share very similar business and operating models. We see a
very rapid and straightforward integration between the two companies and
significant ongoing leverage as we provide new and expanded solutions to a
combined installed base of more than 75,000 customers," Rudd concluded.
The acquisition also brings to Legato significant new OEM relationships, a
set of over 300 Vinca-certified distributors, more than 2,700 Vinca-certified
engineers, new centers of engineering expertise, as well as 55,000 licenses and
20,000 customers worldwide.
David Hill, senior analyst, advanced analytical software for the Aberdeen
Group, said, "The addition of Vinca's high availability, clustering, and
service-level availability products in combination with Legato's current
FullTime offerings, will provide Legato with yet another significant competitive
advantage. With the additional platform and operating system support, Legato
will capitalize on the rapidly converging data protection and data availability
markets that are driven by customers who demand 24 x 7 access to information."
About Vinca Corporation
Vinca Corporation is the creator of the StandbyServer product family,
including versions for Windows NT, NetWare and OS/2 Warp. Vinca's availability
management products provide server-clustering solutions for high-availability
server fail-over. Vinca also offers an online backup system with breakthrough
SnapShotServer(tm) technology, and solutions for disaster recovery. Vinca's
products are designed for organizations needing increased data availability and
reliability.
About Legato Systems
Legato Systems, Inc. develops, markets, and supports an integrated set of
enterprise storage management software products for heterogeneous client/server
computing environments. Large customers around the world select the Company's
solution because of its reliability, platform independence, and unique ability
to seamlessly integrate with existing and future computing environments.
Legato's storage management software has become the recognized de facto standard
with the largest installed base, representing over 60,000 customers, protecting
more than 4 million systems. Twenty-five of the world's largest system and
applications vendors have chosen Legato as a strategic partner for protecting
their customers' data, including Banyan, Compaq, Data General, Fujitsu/Amdahl,
Fujitsu/ICL, Groupe Bull, Hewlett-Packard, Hitachi, Informix, NEC, Netscape,
Network Appliance, Nihon-Unisys, Oracle, Siemens AG, Silicon Graphics, Sony,
StorageTek, and Sun Microsystems. The company's NetWorker, BusinesSuite,
SmartMedia, and GEMS products are also licensed, resold, or endorsed by other
major vendors, including BMC Software Box Hill, Microsoft Corporation, MTI
Technology, and Novell. Legato NetWorker is also Computer Associates-ready and
Tivoli-ready. Legato's home page address on the World Wide Web is
http://www.legato.com.
This announcement contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from historical or anticipated results in such statements.
Factors that might cause such a difference include, but are not limited to,
risks associated with acquisitions generally, including integration of
operations, diversion of management's time and attention, risk of a downturn in
Legato's or Vinca's results of operations during the period the merger is
pending, and other risks discussed in the "Risk Factors" section of the
Company's Report on Form 10-K filed with the Securities and Exchange Commission
in February, 1999, and in the "Risk Factors" section of the Company's Report on
Form 10-Q filed with the Securities and Exchange Commission in April, 1999,
copies of which are available on request from the Company. This public
announcement contains information that is accurate as of June 7, 1999, the date
of this public announcement.
# # #
The securities to be issued in this transaction will not be and have not
been registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an appropriate
exemption from registration requirements.
Legato, Legato Systems, Legato NetWorker, SmartMedia and ClientPak are
registered trademarks, and NetWorker Archive, NetWorker HSM, Celestra, Fulltime,
SmartClient, StorSuite, Legato BusinesSuite, Power Edition, GEMS, and OpenTape
are trademarks of Legato Systems, Inc. in the U.S. and/or other countries. Vinca
is a registered trademark of Vinca Corporation and SnapshotServer is a trademark
of Vinca Corporation. Any other product, trademark, company, or service names
mentioned herein are the property of their respective owners.
<PAGE>
Editorial Contact: Exhibit 99.2
Trish Terry
Corporate Affairs
925.875.8062
[email protected]
Investor Contact:
Stephen C. Wise
Chief Financial Officer
650.812.6102
[email protected]
FOR IMMEDIATE RELEASE
LEGATO SYSTEMS COMPLETES ACQUISITION OF VINCA CORPORATION
Legato is now the largest provider of data availability software solutions
Palo Alto, CA, August 2, 1999 - Legato Systems, Inc. (NASDAQ: LGTO), the
leader in enterprise storage management software, today announced it has
completed the acquisition of Vinca Corporation, a Utah-based leader in high
availability and data protection software. This acquisition, combined with the
recent FullTime Software and Intelliguard Software acquisitions, secures
Legato's position as the industry's largest provider of data availability
software solutions for distributed systems. The acquisition agreement was
previously announced on June 7, 1999 and is valued at $94 million.
According to Louis C. Cole, president and CEO of Legato Systems Inc., the
Vinca acquisition is a logical complement to Legato's already strong offering of
data and application availability solutions. "Having Vinca on board gives us the
ability to provide an unprecedented continuum of products for the high
availability marketplace. With the additional platform and operating system
support, Legato can continue setting new standards for information protection
and availability and increase its capacity to aid the growing number of
customers worldwide who require 24 x 7 access to information."
The addition of Vinca's award winning StandbyServer product family, with
versions for Windows NT, NetWare, and OS/2, directly complements Legato's
continuum of high availability and fault tolerant solutions that includes Legato
FullTime Cluster and FullTime Data for NT and UNIX, Legato NetWorker for NT,
UNIX and NetWare, and Legato GEMS for distributed management. Also added to
Legato's breadth of enterprise storage management solutions is Vinca's patented
SnapShotServer(tm) technology for online backup, an important complementary
feature to many of Legato's existing software solutions.
"There are several inherent synergies between Legato and Vinca that will
directly benefit customers who require continuous access to data and
applications," said Jim Chappell, vice president of business development for
Legato. "This acquisition is the latest step in fulfilling Legato's aggressive
roadmap for delivering an integrated portfolio of storage management and data
availability products that provide unsurpassed business continuance across an
enterprise," added Chappell.
The acquisition brings to Legato significant new OEM relationships with
IBM, Novell and Seagate/Veritas. It also adds an extensive channel operation
that includes more than 300 Vinca-certified partners and over 2,700
Vinca-certified engineers, new centers of engineering expertise, as well as
55,000 licenses and 20,000 customers worldwide.
With completion of the Vinca acquisition, Legato Systems now employs
approximately 1,100 people worldwide in 45 offices and 16 countries. Excluding
non-recurring merger-related costs and the ongoing amortization associated with
the Vinca acquisition, Legato believes that the newly acquired company will
provide leveraged revenue opportunities during 1999 and be accretive to earnings
in the third quarter of 1999, the first quarter of combined operations.
About Legato Systems
Legato Systems, Inc. (NASDAQ: LGTO), is a worldwide leader in the
enterprise storage management software market. Helping companies leverage their
business-critical, corporate data assets, Legato's products enable information
continuance, a seamless approach to the management, movement and protection of
data throughout an enterprise. Since the company was founded in 1989, Legato's
storage management software products have become the recognized industry
standard with the largest installed base representing over 65,000 customers,
protecting more than five million systems. Legato's products are available
through a network of Legato-licensed VARs, resellers and OEM partners. Legato's
corporate headquarters is located at 3210 Porter Drive, Palo Alto, CA 94304.
Telephone: 650.812.6000.
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from historical or anticipated results in such statements.
Factors that might cause such a difference include, but are not limited to,
risks associated with acquisitions generally, including integration of
operations, diversion of management's time and attention, risk of a downturn in
the acquired company's results of operations and other risks discussed in the
"Risk Factors" section of the Company's Report on Form 10-K filed with the
Securities and Exchange Commission in February, 1999, and in the "Risk Factors"
copies of which are available on request from the Company. This public
announcement contains information that is accurate as of August 2, 1999, the
date of this public announcement.
# # #
Legato, Legato Systems, Legato NetWorker, SmartMedia and ClientPak are
registered trademarks, and NetWorker Archive, NetWorker HSM, Celestra, FullTime,
SmartClient, StorSuite, Legato BusinesSuite, Power Edition, GEMS, and OpenTape
are trademarks of Legato Systems, Inc. in the U.S. and/or other countries. Any
other product, trademark, company, or service names mentioned herein are the
property of their respective owners.
