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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 18, 1997
SOFTWARE ARTISTRY, INC.
(Exact name of registrant as specified in its charter)
Indiana 0-25578 35-1731589
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification Number)
9449 Priority Way West Drive, Indianapolis, IN 46240
(Address of principal executive offices) (Zip code)
(317) 843-1663
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 18, 1997, International Business Machines Corporation, a New York
corporation ("IBM"), Hoosier Acquisition Corp., an Indiana corporation (the
"Purchaser") and a wholly-owned subsidiary of IBM, and Software Artistry,
Inc. (the "Company") entered into an Agreement and Plan of Merger in
accordance with the terms and subject to the conditions of which (i) the
Purchaser has commenced a tender offer (the "Offer") for all oustanding
shares of Common Stock of the Company at a price of $24.50 per share, net to
the seller in cash, without interest thereon and (ii) following the purchase
by the Purchaser of at least a majority of the outstanding shares of Common
Stock (on a fully diluted basis) pursuant to the Offer, the Purchaser will
merge with and into the Company with all shares of Common Stock not owned by
the Purchaser being converted into a right to receive the price per share
paid in the Offer.
ITEM 7. EXHIBITS
Exhibit Number Description
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2 Agreement and Plan of Merger Among
International Business Machines, Hoosier
Acquisition Corp. and Software Artistry,
Inc. dated December 18, 1997.(*)
10 Shareholder Agreement among International
Business Machines Corporation, Hoosier
Acquisition Corp. and certain
Shareholders of Software Artistry, Inc.
dated December 18, 1997(*)
99 Press release dated December 19, 1997(*)
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(*) Previously filed as an exhibit to Schedule 14D-9 filed by Software
Artistry, Inc. on December 23, 1997.
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, thereunto duly authorized.
Dated: January 5, 1998
SOFTWARE ARTISTRY, INC.
/s/ W. Scott Webber
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W. Scott Webber
President, Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Thomas E. Vanneman
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Thomas E. Vanneman
Vice President, Finance and Administration,
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer)
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EXHIBIT INDEX
Exhibit Number Description
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2 Agreement and Plan of Merger Among
International Business Machines, Hoosier
Acquisition Corp. And Software Artistry,
Inc. dated December 18, 1997.(*)
10 Shareholder Agreement among International
Business Machines Corporation, Hoosier
Acquisition Corp. and certain
Shareholders of Software Artistry, Inc.
dated December 18, 1997(*)
99 Press release dated December 19, 1997(*)
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(*) Previously filed as an exhibit to Schedule 14D-9 filed by Software
Artistry, Inc. on December 23, 1997.
