UNITED STATES
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
Date of report
(Date of earliest event reported): January 28, 2000 (January 23, 2000)
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LEGATO SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-26130 94-3077394
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3210 Porter Drive, Palo Alto, California 94304
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(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code: (650) 812-6000
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(Former Name or Former Address, if Changed Since Last Report.)
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ITEM 5. OTHER EVENTS
On January 23, 2000, Legato Systems, Inc. entered into a Mutual
Termination Agreement with Ontrack Data International, Inc. to immediately
terminate the Agreement and Plan of Reorganization dated November 18, 1999. The
Mutual Termination Agreement is attached hereto as an exhibit and is
incorporated by reference herein.
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ITEM 7. EXHIBITS.
Exhibit
Number Description
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2.1 Mutual Termination Agreement dated
January 23, 2000.
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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: January 28, 2000 By: /s/ Stephen C. Wise
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Name: Stephen C. Wise
Title: Senior Vice President,
Finance and Administration and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Mutual Termination Agreement dated
January 23, 2000.
MUTUAL TERMINATION AGREEMENT
This Mutual Termination Agreement is entered into this 23rd day of January, 2000
by and among Legato Systems, Inc. ("Legato"), Lasso Acquisition Corp. ("Lasso")
and ONTRACK Data International, Inc. ("Ontrack").
WHEREAS, Legato, Lasso and Ontrack entered into that certain Agreement and Plan
of Reorganization dated November 18, 1999 (the "Agreement"); and
WHEREAS, Ontrack believes it is entitled to provide notice of breaches of the
Agreement pursuant to Section 7.1(f) thereof and thereby commence termination of
the Agreement as a result of what Ontrack believes to be certain recent material
adverse changes in Legato's financial condition, business, operations and
results of operations resulting in alleged breaches by Legato of the
representations in Sections 3.4, 3.5 and 3.12 and the anticipated inability to
meet the conditions in Sections 6.2 (a) and (c) in the Agreement; and
WHEREAS, Ontrack believes such alleged breaches cannot be cured and the parties
have agreed to immediately terminate the Agreement; and
WHEREAS, Ontrack desires to preserve any claims, rights and remedies it might
have available if the Agreement were terminated pursuant to Section 7.1(f)
following a breach of the Agreement and the 20-day cure period contemplated by
Section 7.1(f);
NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the parties hereby agree that the Agreement shall be
terminated immediately pursuant to Section 7.1(a) thereof; provided, however,
that Ontrack shall not be deemed to have waived, released or in any manner given
up any claims, rights or remedies it might have had available to it were the
Agreement to have been terminated pursuant to Section 7.1(f) as hereinabove
contemplated; provided, further that this Mutual Termination Agreement shall be
interpreted in accordance with the provisions of the Agreement.
IN WITNESS WHEREOF, Legato, Lasso and Ontrack have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized,
all as of the date first written above.
LEGATO SYSTEMS, INC. LASSO ACQUISITION CORP.
By:______________________________ By:____________________________
Name and Title Name and Title
ONTRACK DATA INTERNATIONAL, INC.
By:_______________________________
Name and Title
