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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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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): March 18, 1999
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VERTEL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
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California 0-19640 95-3948704
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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21300 Victory Boulevard, Suite 1200, Woodland Hills, California 91367
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 227-1400
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On March 18, 1999, Vertel Corporation, a California corporation ("Vertel"),
acquired Expersoft Corporation, a California corporation ("Expersoft"), pursuant
to an Agreement and Plan of Merger and Reorganization dated February 23, 1999
and amended March 12, 1999, among Vertel, Expersoft and Expersoft Acquisition
Corp., a California corporation ("Subsidiary"). Subsidiary was a newly-created
wholly owned subsidiary of Vertel, and the acquisition was effected by the
merger of Subsidiary with and into Expersoft (the "Merger"), with Expersoft
becoming a wholly owned subsidiary of Vertel.
Vertel will pay $1,980,000 in cash to the shareholders of Expersoft.
$600,000 of this $1,980,000 was placed in an escrow under an Escrow and
Indemnity Agreement dated as of March 12, 1999 among Vertel, Mr. Andrew
Chedrick, as representative of the shareholders of Vertel, and BD Escrow, as
escrow agent, to secure Vertel's indemnification rights in connection with the
Merger. The price was determined by negotiation between Vertel and Expersoft.
In addition to its $1,980,000 purchase price for Expersoft, Vertel will
contribute an aggregate of $1,020,000 in cash to Expersoft to be used to satisfy
obligations of Expersoft to make payments to employees of Expersoft pursuant to
its 1999 Change of Control Plan.
Vertel obtained the funds for the Merger from its working capital. Prior
to the Merger, there were no material relationships between Expersoft or its
shareholders and Vertel, any of its affiliates, officers or directors, or any
associate of any of its officers or directors.
Expersoft develops computer software, and is a pioneer in distributed
object computing technologies.
Item 7(c). Exhibits.
2.1 Agreement and Plan of Merger and Reorganization, dated February
23, 1999, among Vertel Corporation, Expersoft Corporation and
Expersoft Acquisition Corp., and Corresponding Amendment No. 1
dated March 12, 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.
VERTEL CORPORATION
(Registrant)
Date: April 1, 1999 By: /s/ Gordon L. Almquist
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Gordon L. Almquist
Vice President of Finance, Chief
Financial Officer and Assistant Secretary
INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Merger and Reorganization, dated
February 23, 1999, among Vertel Corporation, Expersoft
Corporation and Expersoft Acquisition Corp., and
Corresponding Amendment No. 1 dated March 12, 1999
(incorporated herein by reference to Exhibit 2.2 to the
Annual Report on Form 10-K of Vertel Corporation for
the fiscal year ended December 31, 1998, file no. 0-
19640)
