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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) January 26, 1998
SOFTWARE ARTISTRY, INC.
(Exact Name of Registrant as Specified in Charter)
Indiana 000-25578 35-1731589
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
9025 North River Road, Indianapolis, IN 46240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 317/843-1663
9449 Priority Way West Drive, Indianapolis, Indiana 46240
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
On January 26, 1998, Hoosier Acquisition Corp. (the "Purchaser"), an
Indiana corporation and a wholly-owned subsidiary of International Business
Machines Corporation, a New York corporation ("IBM"), accepted for payment
approximately 6,500,000 shares of the Registrant's Common Stock, no par value
(the "Shares"). The Shares were acquired pursuant to the Purchaser's Offer to
Purchase dated December 23, 1997 (the "Offer to Purchase") under the Agreement
and Plan of Merger dated December 18, 1997 among IBM, the Purchaser and the
Registrant, a copy of which is attached as Exhibit 2.1 hereto and incorporated
herein by reference (the "Merger Agreement"), and upon the terms and subject to
the conditions set forth in and the related Letter of Transmittal (together with
the Offer to Purchase, the "Offer"). The Offer expired at 11:59 p.m. (EST) on
Friday, January 23, 1998, and all Shares validly tendered by shareholders and
not withdrawn prior to such time were accepted for payment by the Purchaser. As
a result of the consummation of the Offer, the Purchaser acquired approximately
ninety-four percent (94%) of the Registrant's issued and outstanding Common
Stock. A copy of the press release issued by IBM on January 26, 1998 announcing
the results of the Offer is attached hereto as Exhibit 99.1.
Based on information reported by the Purchaser in the Offer to Purchase and
in the Schedule 14D-1 filed by the Purchaser on December 23, 1997, and the
amendments thereto, the Registrant believes that (i) the Purchaser's source of
funds to acquire the Shares is through a capital contribution from IBM; and (ii)
IBM's source of funds is cash on hand.
On January 27, 1998, Articles of Merger were filed with the Indiana
Secretary of State effecting merger of the Purchaser with and into the
Registrant (the "Merger") with the Registrant as the surviving corporation.
Under the Merger Agreement each of the shares of Common Stock of the Registrant
not owned by Purchaser was converted into the right to receive $24.50 per share.
Because the Purchaser had acquired over ninety percent (90%) of the outstanding
shares, approval of the Merger Agreement by the shareholders of the Registrant
was not required under Indiana law.
In accordance with the terms of the Merger Agreement, upon the
effectiveness of the Merger, Lee A. Dayton, Donald D. Westfall and Archie W.
Colburn, the directors of the Purchaser, became the Directors of the Company.
The foregoing summary of certain terms and provisions of the Merger
Agreement is qualified in its entirety by the Merger Agreement, which is an
Exhibit to this Report.
This Report contains forward-looking statements that are based on the
Registrant's current expectations. Words such as "expects" and "anticipates"
are intended to identify such forward-looking statements. These statements are
not guarantees of future performance or actions and involve certain risks,
uncertainties and assumptions. Therefore, actual outcomes and
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results may differ materially from what is expressed or forecasted in such
forward-looking statements. The Registrant undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger dated December 18, 1997, among
International Business Machines Corporation, a New York corporation,
Hoosier Acquisition Corp., an Indiana corporation and the Registrant.
(Incorporated herein by reference to Exhibit 1 to Schedule 14D-9 filed
by the Registrant on December 23, 1997.)
99.1 Press Release dated January 26, 1998 issued by the Purchaser regarding
completion of the Offer.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report on Form 8-K to be signed on its behalf by
the undersigned, thereunto duly authorized.
SOFTWARE ARTISTRY, INC.
Dated: January 30, 1998 By /s/ Thomas E. Vanneman
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Thomas E. Vanneman,
Vice President, Finance,
Chief Financial Officer
and Secretary
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EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT
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2.1 Agreement and Plan of Merger dated December 18, 1997 among
International Business Machines Corporation, a New York corporation,
Hoosier Acquisition Corp., an Indiana corporation, and the Registrant.
(Incorporated herein by reference to Exhibit 1 to Schedule 14D-9 filed
by the Registrant on December 23, 1997.)
99.1 Press Release dated January 26, 1998 issued by the Purchaser regarding
completion of the Offer.
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For Release: Immediate
[LETTERHEAD]
Contact: Jeff Cross, IBM
(914) 766-1265
[email protected]
Yvonne Donaldson, Tivoli Systems
(512) 436-8311
[email protected]
IBM ANNOUNCES COMPLETION OF SOFTWARE ARTISTRY TENDER OFFER
ARMONK, N.Y. January 26, 1998 . . . IBM today announced that it
successfully completed its tender offer to acquire the shares of Software
Artistry, Inc., at $24.50 per share. Over 94 percent of the approximately 6.9
million outstanding Software Artistry shares were tendered, and all such
shares were accepted for payment by IBM following expiration of the tender
offer on January 23.
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*IBM is a registered trademark of International Business Machines Corporation
