As filed with the Securities and Exchange Commission on December 27, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
event reported):
December 26, 2000
TREEV, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-11135 54-1590649
(State of incorporation or organization) (Commission File No.) (IRS employer
identification no.)
13900 Lincoln Park Drive
Herndon, Virginia 20171
(Address of principal executive offices)
(703) 478-2260
(Registrant's telephone number, including area code)
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TREEV, INC.
INDEX
Information to be Included in the Report Page
Item 5. Other Events 1
Item 7. Exhibits 2
Signatures 3
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Item 5. Other Events.
On December 26, 2000, CE Computer Equipment AG, a German corporation
("CE") and TREEV, Inc., ("TREEV") issued a press release announcing the
allocation among TREEV's stockholders, optionholders and warrantholders of the
ordinary shares to be issued by CE in its pending acquisition of TREEV. A
special meeting of TREEV's common stockholders will be held on December 28, 2000
to vote on the merger.
Pursuant to the merger agreement governing the transaction, CE will issue up to
6,650,000 ordinary shares, which may be in the form of American Depositary
Shares. The CE ordinary shares will be issued to TREEV's stockholders in the
merger between TREEV and a wholly owned subsidiary of Aspen Merger Corporation
(which is acting as agent for CE) and to TREEV's optionholders and
warrantholders in the exchange offer being made to them by CE.
An aggregate of 1,145,457 CE ordinary shares have been allocated to TREEV's
optionholders and warrantholders in the exchange offer. This number was
calculated pursuant to the merger agreement by dividing $17,921,937.72, the
aggregate "fair value" as of November 6, 2000 (the record date for the TREEV
stockholders meeting) of the TREEV options and warrants currently outstanding,
by $15.646, the average closing price per CE ordinary share as reported on the
Neuer Markt segment of the Frankfurt Stock Exchange during the period beginning
on December 1, 2000 and ending on December 21, 2000 converted into U.S. dollars
at the average noon buying rate of the Federal Reserve Bank of New York for
cable transfers in Euros during such period.
Pursuant to the merger agreement, the remaining 5,504,543 CE ordinary shares
will be issued to TREEV's common stockholders and preferred stockholders in the
merger. The average closing price per TREEV common share as reported on the
Nasdaq National Market during the period beginning on December 4, 2000 and
ending on December 22, 2000 was $3.735. Based on that average closing price, and
assuming that immediately prior to the merger there are 1,605,025 TREEV
preferred shares and 16,432,126 TREEV common shares outstanding (the numbers
outstanding as of December 22, 2000), each TREEV preferred share would be
converted into the right to receive approximately .639 of a CE ordinary share
and each TREEV common share would be converted into the right to receive
approximately .272 of a CE ordinary share. The final exchange ratios will not be
determinable until the time of the closing, and will depend upon the number of
TREEV preferred shares and TREEV common shares then outstanding.
In addition, CE and TREEV agreed today that CE is extending its offer to acquire
all TREEV employee stock options and TREEV warrants to acquire shares of TREEV
common stock to 5:00 p.m., New York time, on January 19, 2001. The offer was
previously scheduled to expire at 5:00 p.m., New York time, on January 2, 2001.
As a consequence of the extension of the expiration date, holders of TREEV
employee stock options and TREEV warrants may tender or withdraw options and
warrants until 5:00 p.m., New York time, on January 19, 2001, unless the offer
is further extended. Based on the latest count of tendered options and warrants,
approximately 305,124 TREEV employee stock options and 118,500 TREEV warrants
have been tendered and not withdrawn pursuant to the exchange offer,
representing approximately 11.7% of the outstanding TREEV employee stock options
and 12.3% of the outstanding TREEV warrants.
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The exchange offer is being made through, and the foregoing is qualified in its
entirety by reference to, the proxy statement/prospectus of CE and TREEV, dated
November 22, 2000, and the related letter and acceptance form which were sent to
all TREEV optionholders and warrantholders.
Subject to the satisfaction or waiver of the conditions to closing, CE and TREEV
currently expect to consummate the merger on or about January 22, 2001. As soon
as possible after the merger, Aspen Merger Corporation and CE will complete the
contribution of the shares of the surviving corporation of the merger to CE
against the issuance by CE of ordinary shares. As a result of the merger and the
share contribution, TREEV will become a wholly owned subsidiary of CE.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
99.1 Press Release dated December 26, 2000.
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SIGNATURE
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.
TREEV, INC.
(Registrant)
By: /s/ Brian H. Hajost
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Brian H. Hajost
Executive Vice President
Dated: December 26, 2000
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