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): April 1, 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 5. Other Events
Legato Systems, Inc. (the "Company") completed the acquisition of
Intelliguard Software, Inc. and O.R.P. Inc. (collectively as "Intelliguard"),
developers of standards-based storage management solutions for storage area
networks. The Company issued 720,000 shares of common stock and provided cash
consideration of approximately $9 million based on the closing price of the
Company's common stock as of March 29, 1999, for all of the outstanding stock
and stock rights of Intelliguard. The Company accounted for the transaction as a
purchase business combination.
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. As of the date the filing of
this report, audited financial statements of Intelliguard Software, Inc.
are being prepared and will be filed with the Securities and Exchange
Commission in an amendment to this initial report on Form 8 as soon as
practicable.
(b) Pro Forma Financial Information. Not required.
(c) Exhibits. The following documents are filed as exhibits to this initial
report:
Exhibit
Number Description
99.1 Press release, dated January 28, 1999.
99.2 Press release, dated April 1, 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: April 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 January 28, 1999.
99.2 Press release, dated April 1, 1999.
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE EDITORIAL CONTACT:
Suzan Woods
Director of Marketing
(650) 812-6112
[email protected]
INVESTOR CONTACT:
Stephen C. Wise
Chief Financial Officer
(650) 812-6102
[email protected]
LEGATO SYSTEMS, INC. ANNOUNCES DEFINITIVE AGREEMENT TO
ACQUIRE INTELLIGUARD SOFTWARE, INC.
Strengthens Leadership in Storage Area Network Technology and
Open Storage Management Standards
PALO ALTO, CA, Jan. 28, 1999 -- Legato Systems, Inc. (Nasdaq: LGTO), a
leader in the enterprise storage management software market, today announced
that it has signed a definitive agreement to acquire Intelliguard Software,
Inc., a leader in standards-based storage management solutions for Storage Area
Networks (SAN). The combination of the two companies will place Legato in a
leadership position in the SAN marketplace and open standards arena.
The transaction is expected to be accounted for under purchase accounting,
and is scheduled to close in March 1999. Legato will issue 720,000 shares of
stock and the cash equivalent of 180,000 shares of Legato stock at the closing
price on the day preceding the completion of the transaction for all of the
outstanding stock of Intelliguard Software, Inc. and related companies. The
value of the transaction, based on Legato's closing price as of January 27,
1999, is approximately $52 million. Legato expects that the acquisition of
Intelliguard will be accretive to its 1999 earnings.
As the amount of computer data continues to dramatically increase, the need
to protect and manage it without disruption to business-critical applications is
paramount. Through the combined companie' data management and data movement
technologies, customers will now be able to protect their corporate data assets
with little or no interruption to servers that host mission-critical
applications. Customers will now be able to employ SAN technology in their
corporate networks with ease and confidence.
Intelliguard is the developer of the Celestra architecture, which provides
the industry's first true 'server-less' backup for the SAN market. Intelliguard
also co-developed the Network Data Management Protocol (NDMP), which is quickly
becoming the industry standard for management of Network Attached Storage (NAS).
Legato intends to embrace and continue the leadership provided by Intelliguard
for the NDMP standard. Vendors that have already endorsed the NDMP protocol
include EMC (NYSE: EMC), StorageTek (NYSE: STK), Network Appliance (NASDAQ:
NTAP), and Veritas (NASDAQ: VRTS).
According to Legato's president and CEO, Louis C. Cole, "The integration of
Intelliguard's Celestra technology into the Legato product family will enable us
to immediately extend our offerings for remote data movement and server-less
backup, which will result in increased protection for our customers' corporate
data assets. With the addition of this new technology, Legato will offer the key
strategic building blocks necessary to protect a corporation's business-critical
data, including server-less and LAN-free backup, storage device sharing, data
replication services, remote data movement, clustering services, and centralized
management software."
George Wilson, CEO of Intelliguard Software, added, "We believe our
Celestra server-less backup software is the only software of its kind in the
market, which gives us a significant technological and competitive advantage in
the marketplace. Teaming up with Legato will provide all of our customers with a
robust complement of standards-defining storage-management software, all of
which will benefit from Legato's extensive worldwide sales and distribution
system."
Legato also has a long tradition of adopting and driving storage-specific
standards. Legato was the first in the market to introduce a common tape format
(OpenTape), common media management interface (SmartMedia), and the industry's
first open storage management framework (GEMS). In the emerging Storage Area
Network market, Legato is both a founding member and a member of the Board of
the Storage Network Industry Association (SNIA).
During the last few months, Legato has made several announcements
specifically targeted at the emerging Storage Area Network marketplace. Included
in those were the definitive agreements to acquire FullTime Software, San Mateo,
California, and Software Moguls, Inc., Eden Prairie, Minnesota. According to
Cole, "We are committed to providing our customers with complete data management
solutions that offer data protection in ways that won't interfere with every day
business networks. Our plan is to continue to both develop and acquire new
technologies that sustain Legato's industry leadership."
About Intelliguard Software Intelliguard Software, Inc. is the leading
provider of standards-based UNIX and Windows NT enterprise-class storage
management solutions that protect corporate data assets and ensure business
continuity. The company recently announced the Celestra Series - the first live,
ultra-high speed backup solution addressing the newly emerging Enterprise Area
Network marketplace, a sector that encompasses all of the storage resource
management needs of an enterprise. Intelliguard develops the powerful BudTool
family of efficient, reliable, and scalable software products that guard
corporate data. Intelliguard supports a wide range of storage management
functionality, across the breadth of platform, database, file system, and
networking vendors, such as Hewlett-Packard (NYSE: HWP), Network Appliance,
Microsoft (NASDAQ: MSFT), Oracle, Silicon Graphics (NYSE: SGI), Sun Microsystems
(NASDAQ: SUNW), and Veritas (NASDAQ: VRTS). The company has a worldwide presence
in more than 30 countries, with more than 5,000 sites and 400,000 backup
clients. For more information, please call (888) 234-2491 or visit
http://www.iguard.com.
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 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
37,000 customers, protecting more than 4,000,000 systems. Twenty-four of the
world's largest system and applications vendors have chosen Legato's software as
their preferred storage management solution for their customers, including
Banyan, BMC Software, Compaq/Digital, Compaq/Tandem, Data General,
Fujitsu/Amdahl, Fujitsu/ICL, Groupe Bull, Hewlett-Packard, Hitachi, Informix,
NEC, Netscape, Network Appliance, Nihon-Unisys, Oracle, Siemens Nixdorf, Silicon
Graphics, Sony and Sun Microsystems. The Company's NetWorker, BusinesSuite,
SmartMedia, and GEMS products are also licensed, resold, or endorsed by other
major vendors, including Computer Associates; Tivoli, an IBM company; Microsoft
Corporation; MTI Technology; Novell; and SAP. 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 Intelliguard'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 March, 1998, and in the "Risk Factors" section of the Company's Report on
Form 10-Q filed with the Securities and Exchange Commission in November, 1998,
copies of which are available on request from the Company. This public
announcement contains information that is accurate as of January 27, 1999, the
date of this public announcement.
Legato NetWorker and Legato SmartMedia are registered trademarks, and
NetWorker Archive, NetWorker HSM, ClientPak, SmartClient, StorSuite,
BusinesSuite, Power Edition, Legato GEMS, and OpenTape are trademarks of Legato
Systems, Inc. in the U.S. and/or other countries. All other product, trademark,
company, or service names mentioned herein are the property of their respective
owners.
<PAGE>
EXHIBIT 99.2
FOR IMMEDIATE RELEASE EDITORIAL CONTACT:
Suzan Woods
Director of Marketing
(650) 812-6112
[email protected]
INVESTOR CONTACT:
Stephen C. Wise
Chief Financial Officer
(650) 812-6102
[email protected]
LEGATO SYSTEMS COMPLETES PREVIOUSLY ANNOUNCED ACQUISITION OF INTELLIGUARD
SOFTWARE, INC.
Acquisition Propels Legato into Leadership Position in Storage Area Network
(SAN) Marketplace
PALO ALTO, CA, Apr. 1, 1999 -- Legato Systems, Inc. (Nasdaq: LGTO), the
leader in the enterprise storage management software market, today announced
completion of the previously announced acquisition of Intelliguard Software,
Inc. The acquisition accelerates Legato's expansion into the fast-growing
Storage Area Network (SAN) marketplace.
This acquisition enhances Legato's product line by adding the Celestra
architecture, which provides the industry's first true 'serverless' backup for
the SAN market. The acquisition was announced on January 28, 1999 and is valued
at approximately $46 million, based on Legato's closing price as of March 29,
1999. As provided in the acquisition plan, the two businesses will function as
one company and Legato will acquire facilities in Dublin, California.
Commenting on the acquisition, Louis C. Cole, president and CEO of Legato
Systems, said, "This acquisition furthers Legato's leadership presence in the
growing SAN marketplace. Our acquisition of Intelliguard will allow Legato to
offer its customers dramatically increased protection for their corporate data
assets by significantly enhancing an already robust complement of
standards-defining, open storage-management software."
Legato also has a long tradition of adopting and driving storage-specific
standards. Legato was the first in the market to introduce a common tape format
(OpenTape), common media management interface (SmartMedia), and the industry's
first open storage management framework (GEMS). In the emerging Storage Area
Network market, Legato is both a founding member and a member of the Board of
Directors of the Storage Network Industry Association (SNIA).
During the last few months, Legato has made several announcements
specifically targeted at the emerging Storage Area Network marketplace. Included
in those were the definitive agreement to acquire FullTime Software (San Mateo,
California), and the completion of the acquisition of Software Moguls, Inc.,
(Eden Prairie, Minnesota). According to Cole, "We are committed to providing our
customers with complete data management solutions that offer data protection in
ways that won't interfere with every day business networks. Our plan is to
continue to both develop and acquire new technologies that sustain Legato's
industry leadership."
Legato is uniquely positioned as the only provider of a fully integrated
storage management solution based upon a consistent, scalable, and manageable
architecture. The Company's software is designed to ensure distributed data and
applications remain available to users by minimizing operational downtime - both
planned and unplanned. The Company's software has become the recognized de facto
storage management standard with the largest installed based of more than 40,000
customers, protecting more than 4,000,000 systems.
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 40,000 customers, protecting more than 4,000,000 systems. Twenty-four 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.
Legato NetWorker and Legato SmartMedia are registered trademarks, and
NetWorker Archive, NetWorker HSM, ClientPak, SmartClient, StorSuite,
BusinesSuite, Power Edition, Legato GEMS, and OpenTape are trademarks of Legato
Systems, Inc. in the U.S. and/or other countries. All other product, trademark,
company, or service names mentioned herein are the property of their respective
owners.
