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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): October 11, 1999
PEOPLESOFT, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 0-20710 68-0137069
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation ) Number) Identification Number)
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4460 HACIENDA DRIVE
PLEASANTON, CA 94588
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (925) 694-3000
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ITEM 5. OTHER EVENTS.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is a
press release issued by PeopleSoft, Inc. on October 11, 1999 relating to a
stock-for-stock merger agreement to acquire The Vantive Corporation.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
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Exhibit No. Description
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99.1 Press Release issued October 11, 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.
Dated as of October 12, 1999.
PEOPLESOFT, INC.
By: /s/ STEPHEN F. HILL
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Stephen F. Hill
Acting Chief Financial Officer
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBIT NO. DOCUMENT PAGE
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Exhibit 99.1 Press Release issued October 11, 1999.
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EXHIBIT 99.1
PRESS RELEASE ISSUED ON OCTOBER 11, 1999
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FOR IMMEDIATE RELEASE
PSFT-78
PEOPLESOFT TO ACQUIRE VANTIVE
INTEGRATED EBUSINESS SOLUTION CREATES 360 DEGREE VIEW
OF THE CUSTOMER RELATIONSHIP
PLEASANTON, Calif. -- Oct. 11, 1999 -- PeopleSoft Inc. today announced a
definitive agreement to acquire The Vantive Corporation in a stock for stock
transaction. The merger will enable the combined company to offer a
comprehensive eBusiness solution providing robust applications to attract,
service, retain, and analyze customers. Building upon several product
integrations completed during the course of a long-term partnership, PeopleSoft
will now fully integrate Vantive's customer-focused solutions into PeopleSoft's
broad offering of eBusiness applications, enabling the combination of customer
information, transactional data and business intelligence for a 360-degree view
of the customer lifecycle.
The merger will be structured as a tax-free exchange of stock at a fixed ratio
of .825 shares of PeopleSoft common stock for each outstanding share, warrant,
and option of Vantive, and is anticipated to be accounted for as a pooling of
interests. Based upon PeopleSoft's closing stock price of $17.25 on October 8,
1999, the aggregate value of the transaction is approximately $433 million. The
transaction, which has been approved by the boards of each company, is subject
to the approval of Vantive's stockholders and customary closing conditions
including compliance with applicable regulatory requirements. The merger is
expected to close in the first quarter of 2000.
Today's announcement will position PeopleSoft as a major player in the customer
relationship management market, offering more than 3,000 PeopleSoft customers
worldwide a broad array of customer applications that are functionally rich,
highly scalable, and Internet-enabled. Likewise, more than 850 Vantive customers
will gain a single source for integrated eBusiness applications.
"Vantive provides a truly compelling customer solution to complement
PeopleSoft's Applications for eBusiness," said Craig Conway, president and chief
executive officer at
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PeopleSoft. "PeopleSoft needed a partner that has embraced the Internet as the
next forum for global business, cares deeply about its customers' successes, and
has a world-class customer relationship management product line. We got all of
that and more with Vantive, and we look forward to their becoming part of the
PeopleSoft family."
With the addition of Vantive's broad suite of customer-centric solutions,
PeopleSoft's solutions can help companies generate more sales and offer higher
levels of customer service. For example, by integrating Vantive Sales with
PeopleSoft's Remote Order Entry and Order Management applications, sales
representatives can convert leads, present quotes, generate orders, confirm
inventory and fulfill orders in real-time. Business intelligence solutions from
PeopleSoft's Enterprise Performance Management suite provide customer
profitability, customer retention, and other customer analytics enabling
strategic decision-making.
"Vantive is joining forces with a winner today," said Tom Thomas, Vantive
chairman and chief executive officer. "PeopleSoft and Vantive have reputations
for quality technology and products and unparalleled focus on customer
satisfaction, and we're pleased to announce this union to our customers and
stockholders. Vantive has enormous strengths in customer relationship management
products and intellectual capital. We needed a partner with back-office
leadership, financial strength, and market reach. That partner -- hands down --
is PeopleSoft. We are very excited about our future together."
AVAILABILITY
Organizations in need of an integrated eBusiness solution can benefit from
today's merger immediately. Vantive and PeopleSoft products can be integrated
today via Vantive QuickConnect for PeopleSoft, a packaged integration solution
announced in August 1999. In addition, PeopleSoft certified enterprise
integration with Vantive under PeopleSoft's Open Integration Framework program
earlier this year, allowing real-time transaction of customer information
between Vantive and PeopleSoft enterprise applications. PeopleSoft will unveil a
combined product strategy for customer relationship management in early 2000.
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CHANGING CUSTOMER SERVICE MODELS WITH THE INTERNET
One of the many synergies between PeopleSoft and Vantive is a focus on advanced
Internet architectures. Vantive Web Self Service enables organizations to extend
Web-based support functionality to customers, decreasing support and service
costs while increasing customer satisfaction. Companies can significantly reduce
support costs by providing on-line access to problem resolutions, product
documentation, FAQs, and problem report status. Vantive Web Self Service also
provides a customizable personal home page and proactive email notification for
support customers via the Web.
PEOPLESOFT THIRD QUARTER 1999 RESULTS
PeopleSoft's fiscal third quarter result will be released on Tuesday, October
19. For the quarter, the company expects to report total revenue in the range of
approximately $290 million to $310 million. The resulting third quarter earnings
are expected to be approximately break-even to earnings of $0.02 per share.
PEOPLESOFT/VANTIVE ACQUISITION CONFERENCE CALL
A web simulcast of the conference call will take place at 7:00 am PST. A link to
the call is available at URL: http://www.psftir.com
ABOUT PEOPLESOFT
PeopleSoft (NASDAQ: PSFT) is a world leader in enterprise application software.
PeopleSoft provides eBusiness and analytic applications for human resource
management, financials, distribution, manufacturing and supply chain, along with
a range of industry-specific solutions. For more than 3,000 customers,
PeopleSoft applications offer greater flexibility, rapid implementation,
scalability across multiple databases and operating systems, and lower cost of
ownership. Customers include some of the largest multi-national organizations in
the world, as well as small- and medium-size businesses. All PeopleSoft software
products are backed by PeopleSoft Advantage Customer Service, a comprehensive
consulting, education and technical support program. Headquartered in
Pleasanton, California, PeopleSoft (www.peoplesoft.com) employs more than 6,000
people and had 1998 revenues of $1.3 billion.
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ABOUT VANTIVE
Vantive (NASDAQ: VNTV) is a worldwide leader in customer relationship management
solutions with more than 850 customers and $163M in revenue in 1998. Vantive
empowers companies to sell, support and service customers through any channel of
interaction -- the Web, call center, e-mail, or direct through sales and service
representatives. The Vantive Enterprise is an integrated software suite that
leverages the Internet to increase sales, marketing, call center, field service,
help desk and Web service effectiveness. Vantive Enterprise is differentiated by
its rich functionality; proven mobile and Web-based solutions; component-based,
high-performance architecture; and time- and cost-effective implementations.
Founded in 1990, Vantive (www.vantive.com) is headquartered in Santa Clara,
Calif. and distributes its products in more than two dozen countries.
# # #
PeopleSoft, the PeopleSoft logo, PeopleTools, PS/nVision, PeopleCode,
PeopleBooks and Red Pepper are registered trademarks. All other company and
product names may be trademarks of their respective owners. Copyright (C) 1999
PeopleSoft, Inc. All rights reserved.
This release contains projections and other forward-looking statements regarding
future events that involve risks and uncertainties. Readers are cautioned that
these statements are only predictions and may differ materially from actual
future events or results. The forward-looking statements in this release address
a variety of subjects including, for example, the expected closing date and the
potential benefits of the merger, as well as PeopleSoft's estimates for its
third quarter results. The following factors, among others, could cause actual
results to differ materially from those described in these forward-looking
statements: the inability of PeopleSoft and Vantive to integrate their
businesses successfully; the failure to realize the synergies and other
perceived advantages resulting from the merger; costs and potential litigation
associated with the merger; the failure to obtain the approval of Vantive's
stockholders; the inability to obtain, or meet conditions imposed for,
applicable regulatory and tax requirements relating to the merger; the ability
to retain key personnel both before and after the merger; and increased
competition and technological changes in the industries in which PeopleSoft and
Vantive compete. For a detailed discussion of these and other cautionary
statements, please refer to PeopleSoft's and Vantive's filings with the
Securities and Exchange Commission, including their respective Annual Reports on
Form 10-K for the year ended December 31, 1998 and their respective Quarterly
Reports on Form l0-Q for the quarter ended June 30, 1999.
CONTACTS:
MEDIA AND INDUSTRY ANALYST RELATIONS: INVESTOR RELATIONS:
Bill Cox Michael Haase
PeopleSoft, Inc. PeopleSoft, Inc.
925-694-7055 925-694-5862
[email protected] [email protected]
Marcel Goldstein Kip Meintzer
Edelman Public Relations PeopleSoft, Inc.
650-429-2765 925-694-7151
[email protected] [email protected]
