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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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): January 7, 2000
ZAMBA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-22718 41-1636021
(Commission File No.) (IRS Employer Identification No.)
7301 OHMS LANE, SUITE 200
MINNEAPOLIS, MINNESOTA 55439
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (612) 832-9800
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ITEM 5. OTHER MATERIAL EVENTS.
On January 7, 2000, Zamba, ZFA Corp., a Delaware corporation and wholly-owned
subsidiary of Zamba ("Merger Sub") and Fusion entered into an Agreement and Plan
of Merger and Reorganization (the "Agreement") providing for the merger of
Fusion with and into Merger Sub (the "Merger"). The terms of the Agreement,
including the consideration paid, were determined through arms' length
negotiations between Zamba and Fusion. Zamba and Fusion are customer care
consulting companies.
The Merger became effective on January 10, 2000, when the Certificate of Merger
was filed with the Delaware Secretary of State and the Colorado Secretary of
State (the "Effective Time"). In accordance with the terms of the Agreement, at
the Effective Time: (a) the separate corporate existence of Fusion ceased; with
Merger Sub continuing as the surviving corporation; and (b) each outstanding
share of Fusion capital stock was automatically converted into the right to
receive 533.34 shares of Zamba common stock. Zamba issued an aggregate of 80,001
shares of Zamba common stock under Regulation D of the Securities Act in
connection with the Merger. In connection with the Merger, Zamba entered into a
Registration and Rights Agreement dated as of January 7, 2000, providing the
shareholders of Fusion with certain rights to require registration with the
Commisssion of the Zamba common stock being issued to them in connection with
the Merger. The Merger is intended to be a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, and will be accounted for as a
pooling of interests.
The Merger will result in the integration of two companies that have previously
operated independently. As soon as practicable following the Merger, Zamba
intends to integrate certain aspects of the operations of Fusion into Zamba.
However, there can be no assurance that Zamba will successfully integrate the
operations of Fusion with those of Zamba or that any or all of the benefits
expected from such integration will be realized. Any delays or unexpected costs
incurred in connection with such integration could have an adverse effect on
Zamba's business, operating or financial condition. Furthermore, there can be no
assurance that the operations, management and personnel of the two companies
will be compatible or that Zamba will not experience the loss of key personnel
and clients. There can be no assurance that combining the business of Zamba and
Fusion, even if achieved in an efficient and effective manner, will result in
combined results of operations and financial condition that are superior to what
would have been achieved by Zamba or Fusion independently. In addition, certain
costs are generally associated with transactions such as the Merger. While these
costs have not been currently identified, any such costs will adversely affect
operating results of Zamba in the period in which they are incurred. Finally,
the parties intend that the transaction will be eligible for tax-free treatment,
but failure to obtain such status could increase the costs of the transaction.
On January 10, 2000, Zamba issued a press release (which is attached
hereto as an Exhibit) announcing that it had completed the acquisition of
Fusion.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
None.
(b) Pro forma Financial Statements
None.
(c) Exhibits
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5.1 Press release announcing the acquisition of Fusion, dated January 10,
2000.
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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.
ZAMBA CORPORATION
By: /s/ PAUL D. EDELHERTZ
Paul D. Edelhertz
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dated: January 21, 2000
INDEX TO EXHIBITS
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Exhibit No. Description
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5.1 Press release announcing the acquisition of Fusion, dated January 10,
2000.
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Exhibit 5.1
NASDAQ: ZMBA
FOR IMMEDIATE RELEASE CONTACT: Jessica Maier
Snow Communications
(612) 337-0740
[email protected]
John Montague
ZAMBA Solutions
(612) 844-3141 or
(612) 743-4760
[email protected]
ZAMBA SOLUTIONS ACQUIRES FUSION CONSULTING
Acquisition of Colorado-Based Company Expands ZAMBA's
Geographical Reach and Enhances Its Delivery Capabilities
MINNEAPOLIS, January 7, 2000 - ZAMBA Corporation (NASDAQ: ZMBA) today announced
that it has acquired Fusion Consulting, Inc., a Colorado Springs, Colo.-based
consulting firm specializing in front office and contact center customer care
solutions. The acquisition positions ZAMBA Solutions, the world's largest
consultancy focused on helping businesses identify and implement the best
technologies to improve their customer care, to expand its business in the
Southwest. It also adds 14 consultants to ZAMBA's growing roster of Customer
Care experts.
The deal is valued at approximately $1.3 million and will be accounted for as a
pooling of interests.
"This merger is a great fit for both companies, says Paul Edelhertz, ZAMBA's
president and CEO. "Fusion shares our exclusive focus on Customer Care, and
provides a strong, proven team to enable geographic expansion in the Southwest.
Fusion has a strong reputation in our space, and common market vision and
culture."
The merger leverages the common partnerships that ZAMBA Solutions and Fusion
share with Clarify and Genesys and brings ZAMBA Solutions a new level of
expertise in Edify, an industry-leading contact center (IVR) application. Fusion
also brings a strong customer base including Silicon Graphics, Inc., OEC
Medical, Convergent, and Colorado Springs Utilities.
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"Fusion has the skills to manage the implementation of leading Customer Care
solutions, and has the satisfied clients to prove it," says Edelhertz. "This
acquisition furthers our mission to become THE company businesses look to for
solutions that will help them care for their customers - creating a new standard
for customer relationships."
Fusion Consulting will be completely integrated within the ZAMBA Solutions
brand. The Fusion management team and employees will remain, becoming employees
of ZAMBA Solutions.
In a related move to grow its roster of customer care experts, ZAMBA Solutions
has also acquired the employees and computers of Trilliance, a Silicon
Valley-based consultancy with expertise in Vantive. Vantive is an integrated
e-CRM software suite that leverages the Internet to increase sales, marketing,
contact center, field service, help desk and web service effectiveness.
ABOUT ZAMBA
ZAMBA Corporation is the world's largest solutions innovator dedicated
exclusively to the fast-growing Customer Care market. ZAMBA's highly focused
consulting and systems integration expertise includes Customer Care strategy,
front-office applications, customer intelligence, contact center management,
wireless and mobile computing, performance improvement and support services,
with a major emphasis on e-business. ZAMBA Solutions works with leading
technology providers, including Clarify, Calico Commerce, Genesys, IET, Primus
and others, to provide innovative, integrated technology solutions to its
clients. The company has offices in Minneapolis, Boston and the Silicon Valley.
Visit ZAMBA Solutions on the Web at http://www.goZAMBA.com.
ABOUT FUSION CONSULTING, INC.
Based in Colorado Spring, Colo., Fusion Consulting is a consulting and systems
integration firm with deep expertise in Front-Office package implementation,
Computer Telephony Integration (CTI) development, Graphical User Interface (GUI)
application design, web-based reporting, network engineering and topology
design, database design, implementation and performance tuning, technical
training, and custom class development. Fusion has expertise in CRM applications
Edify, Aspect, Genesys, Clarify, and Remedy. It is also skilled in developing
Oracle, IBM, Sybase, and Microsoft databases. Visit Fusion Consulting on the Web
at http://www.fusionc.com.
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Certain statements in this press release are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 and involve
known and unknown risks, uncertainties and other factors that may cause the
Company's actual results, performance or achievements to be materially different
from the results, performance or achievements expressed or implied by the
forward looking statements. Factors that impact such forward looking statements
include, among others, the growth rate of the Customer Care marketplace, the
ability of our partners to maintain competitive products, our ability to develop
skills in implementing Customer Care packages from additional partners, the
impact of competition and pricing pressures from actual and potential
competition with greater financial resources, our ability to obtain large-scale
consulting services agreements, changes in expectations regarding the
information technology industry, our ability to hire and retain competent
employees, possible changes in collections of accounts receivable, changes in
general economic conditions and interest rates, and other factors identified in
the Company's filings with the Securities and Exchange Commission.
When used in this press release, the words "may," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "intend," "potential," or
"continue" and similar expressions are generally intended to identify
forward-looking statements. Because these forward-looking statements involve
risks and uncertainties, actual results could differ materially from those
expressed or implied by these forward-looking statements. ZAMBA Corporation
assumes no obligation to update any forward-looking statements. These statements
are only predictions. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, and/or performance of achievements.
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