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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
December 30, 1999
Commission File No. 0-18809
CE SOFTWARE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
41-1614808
(I.R.S. employer Identification No.)
1801 Industrial Circle
West Des Moines, Iowa
(Address of principal executive offices)
50265
(Zip Code)
Registrant's telephone number, including area code: (515) 221-1801
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Item 5. OTHER EVENTS
On December 28, 1999 the Registrant issued a press release announcing the
signing of an Agreement and Plan of Merger, the effect of which will be (if
approved by the stockholders of the Registrant) that:
(a) Atio Corporation USA, Inc. will merge with and into the Registrant,
(b) the stock of the Registrant's subsidiary CE Software, Inc. will be
distributed to the Registrant's stockholders and
(c) Willem Ellis and others to be designated prior to the shareholder meeting
will become directors of the Registrant as successors to those persons
serving as directors immediately prior to the effective time of the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is filed with this report on Form 8-K:
99.1 Press Release of the Registrant dated December 28, 1999.
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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.
CE Software Holdings, Inc.
(Registrant)
Signature
/s/ Christian F. Gurney
________________________
(Christian F. Gurney)
Title
President and Director
Date
12/30/99
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Exhibit 99.1
CE Software Holdings Contact
Christian F. Gurney
President
[email protected]
(515) 221-1801 ext. 2110
ATIO Corporation USA Contact
Willem Ellis
President and CEO
[email protected]
(612) 837-4000
CE Software Holdings, Inc. Announces Agreement to Merge
Company has signed a Definitive Merger Agreement with ATIO Corporation, makers
of Internet E-business customer care software applications
WEST DES MOINES, IA, December 28, 1999 -- CE SOFTWARE HOLDINGS, INC. (NASDAQ
SC Symbol: CESH) today announced that it has signed a definitive agreement to
merge with Minneapolis, Minnesota-based ATIO Corporation USA, Inc. Privately
held ATIO is the producer of CyberCall, a fully integrated E-business customer
care solution.
"This transaction is an important part of our effort to increase value for our
shareholders," said Christian F. Gurney, president of CE Software Holdings, Inc.
"We believe that ATIO Corporation has the very real potential to become a leader
in the fast growing marketplace of Internet E-business customer care solutions.
Its products help web-based businesses support their customers quickly and
efficiently. We are optimistic that this merger will bring growth opportunities
for the post-merger company and for our shareholders."
"Leading E-businesses must be prepared to support their on-line customers,
regardless of the channel of interaction," said Willem Ellis, chief executive
officer of ATIO. "This is fundamental to building customer loyalty and
increasing the number of completed sales on their web sites. ATIO's flagship
product, CyberCall, is ideally suited to serve the changing service needs of
the most demanding on-line shoppers, providing E-businesses with a single
platform for easy-to-implement customer service environments. Research shows
that many E-businesses have yet to implement comprehensive customer care
solutions and CyberCall helps address this need."
Terms of the Merger Agreement
Subject to conditions described in the merger agreement, the transaction
is expected to close in the first quarter of 2000. At the effective time of
the merger ATIO will merge into CESH and current ATIO shareholders will
receive one CESH share per 15.5 ATIO shares. The merger is structured to be
treated as a tax-free reorganization under the Internal Revenue Code. The
post-merger company will initially trade on the NASDAQ Small Cap market under
the symbol CESH.
The definitive agreement is subject to the following funding requirements,
all of which must occur by closing: (a) approximately $5 million from CESH,
(b) $964,000 from Minneapolis-based Venturian Corp. (NASDAQ: VENT) and (c) a
minimum of $1.5 million pursuant to a private offering by CESH prior to closing,
the terms and conditions of which are yet to be determined. The private offering
by CESH will not be registered with the SEC and the securities acquired through
the private offering could not be sold or offered in the United States absent
registration or an applicable exemption from registration.
Immediately following the closing, but without considering the effect of the
private offering, current CESH shareholders will own approximately 54% and
Venturian will hold approximately 15% of the shares of the post-merger
company. The agreement contemplates that in the first half of 2000 ATIO
International, a current ATIO shareholder, will purchase 314,062 shares
of the post-merger company, priced at $6.48 per share, for a total of
approximately $2.1 million in cash.
Additional conditions to the completion of the merger include the
restructuring of certain ATIO agreements, the restructuring of ATIO debt
or conversion of ATIO debt into equity and the ongoing commitment and
availability of key ATIO managers and staff. CESH shareholders will vote
to approve the merger at the CESH annual meeting to be held in the first
quarter of 2000.
As a further condition of the merger, CESH's subsidiary company CE Software,
Inc., will be distributed to current CESH shareholders simultaneous with
the merger with ATIO. It is anticipated that development, sales and support
of CE Software's products, QuicKeys and QuickMail, will continue uninterrupted
and CE Software's headquarters will remain in West Des Moines, IA.
About ATIO
ATIO's critically acclaimed product, CyberCall, is a comprehensive customer
interaction solution for E-businesses. CyberCall enables shoppers to interact
with an E-business through a variety of access media including Internet chat,
Web callback, E-mail, fax, or telephone call. CyberCall handles all
transactions in the same manner so that customers experience consistent
service levels regardless of how they choose to contact the E-business.
ATIO has several high-profile E-business clients including Stockwalk.com
(NASDAQ: STOK), Invacare (NYSE: IVC), the global apparel retailer boo.com
and eStyle's premiere site, babystyle.com. For the 12-month period ending
December 1998, ATIO produced revenues of $697,000 for a loss of $4,169,000.
For the 9-month period ending September 30, 1999, ATIO recorded unaudited
results of $2,012,000 in revenue for a loss of $2,401,000.
ATIO employs 42 people, 26 at the corporate headquarters in Minneapolis, MN.
ATIO also has reseller agreements with Norstan (NASDAQ: NRRD) and SE
Technologies.
E-business Customer Care Marketplace
As more and more commerce is conducted over the Internet, it is expected that
the need to provide a wide-spectrum of customer service facilities will
increase. Traditionally the telephone has been the primary means of providing
customer care, but many market researchers predict that within the next few
years, up to 40% of interactions will utilize new technologies such as E-mail,
chat and web collaboration. ATIO provides the solutions that E-businesses will
require to meet these new customer demands. International Data Corporation has
predicted that the burgeoning E-business customer service applications sector
will grow from $42 million in 1998 to $1.6 billion in 2002.
Other notable public companies in the E-business customer support sector
include SilkNet (NASDAQ: SILK), Kana Communications (NASDAQ: KANA), Interactive
Intelligence (NASDAQ: ININ), Quintus Corporation (NASDAQ: QNTS) and eGain
Communications (NASDAQ: EGAN).
Related Items
The headquarters of ATIO will remain in Minneapolis, MN. No layoffs are expected
as part of this merger and ATIO employment is projected to grow in the near
term. The effects of the merger are expected to be transparent to the current
customers of ATIO and CE Software, Inc.
Forward Looking Statements
This release contains forward-looking information that is subject to certain
risks, trends and uncertainties, including but not limited to the risks that
the merger may not be approved by shareholders or for other reasons may not
close as planned, ATIO's products may not receive the level of market acceptance
anticipated, or the anticipated funding or private offering may prove to be
unavailable and actual developments may differ materially from those projected.
For a discussion of important factors that could affect the Company's results,
the reader is encouraged to refer to the CESH's annual report on Form 10-KSB or
quarterly Form 10-QSB or the Proxy Statement on Schedule 14A which will be filed
with the SEC regarding this merger and related matters.
CE Software, Inc.
For more than a decade, CE Software, Inc., a wholly owned subsidiary of CE
SOFTWARE HOLDINGS, INC. (NASDAQ SC Symbol: CESH), has developed automation
utilities and E-mail software that save time and effort for millions of
Microsoft Windows 95/98, Windows NT and Macintosh users. For more
information: (515) 221-1801 or www.cesoft.com
ATIO Corporation USA, Inc.
Based in Minneapolis, ATIO Corporation provides All-media customer service
solutions for E-businesses. CyberCall has won numerous awards including
Editor's Choice awards, Judge's Pick and multiple Product of the Year awards
from leading trade publications in the call center and computer telephony
arenas. CyberCall runs on Microsoft NT servers and supports clients on Windows
95/98 and NT. Telephony functions are provided via CT-Connect, CT Media and
hardware from Dialogic, an Intel Company. For more information: (612) 837-4000
or www.atio.com.
Copyright 1999 CE Software, Inc. All rights reserved. QuickMail, QuicKeys,
CE Software, CE and the CE Software logo are trademarks of CE Software, Inc.
Microsoft, Windows and Windows NT are registered trademarks of Microsoft
Corporation in the United States and other countries. CyberCall, and ATIO are
registered trademarks and the property of ATIO Corporation USA, Inc. All rights
reserved. All other brand or product names are trademarks of their respective
owners.
