SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
April 24, 2000
Date of Report (date of earliest event reported)
PREVIO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3825313
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
12636 High Bluff Drive, 4th Floor
San Diego, California 92130-2093
(Address of principal executive offices)
(858) 794-4300
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
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CHANGE OF CORPORATE NAME
On April 24, 2000 Stac Software, Inc. (the Company) changed its name
from Stac Software, Inc., to Previo, Inc. by merging a wholly-owned subsidiary
of the Company, Previo, Inc., with and into the Company pursuant to section 253
of the Delaware General Corporation Law. The sole purpose and effect of the
merger was to effect the name change. In conjunction with this name change the
Company changed its NASDAQ trading symbol from STAC to PRVO. The Company
continues to be listed on the NASDAQ stock market.
The Company's name change is reflective of the Company's corporate
repositioning, away from back-up and disaster recovery products and into the new
e-Support market. Previo has assumed all of Stac Software's financial and
technological resources for use in the execution of its new e-Support business.
A copy of the press release issued by the Company announcing the name
change, dated as of April 24, 2000, is attached hereto as Exhibit 99.1. In
addition, a copy of the Certificate of Ownership and Merger which was filed with
the Delaware Secretary of State to effect the name change is attached hereto as
Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c.) Exhibits
The following exhibits are herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Press Release dated April 24, 2000 with respect to the
Company's corporate name change
99.2 Certificate of Ownership and Merger filed on April 24, 2000
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EX-99.1
Press Release
STAC SOFTWARE REPORTS NAME AND TRADING SYMBOL CHANGE
CHANGES INITIATED AS COMPANY TRANSITIONS TO
FOCUS IN NEW E-SUPPORT MARKET
SAN DIEGO -- April 24, 2000 -- Stac Software, Inc. (NASDAQ: STAC), today
announced that with the repositioning of Stac to the e-support market the
Company is changing its name and NASDAQ listing to Previo, Inc. (NASDAQ: PRVO),
effective with the opening of trading on April 25, 2000. The Company is
allocating its entire financial and technological resources to fund the
newly-formed Previo which develops industry-leading solutions for the high
growth market of e-support. As of this date, all outstanding shares in Stac will
convert to equal shares in Previo and will trade on the Nasdaq as PRVO. See the
Company's separate press announcement detailing the launch of the Previo
business.
ABOUT STAC
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Information on Stac can be accessed via the Internet at www.stac.com, or by
calling the company's North American Headquarters in San Diego: 1-800-522-7822
(U.S. and Canada), Stac's European Headquarters in the United Kingdom: +44 (0)
1344-302900 (Europe) or +1 (858) 794-3741 in other countries. For more
information about Previo, please visit http://www.previo.com, or contact the
Company's Headquarters at (858) 794-3789 or its European regional office (UK) at
+(44) 1344-302900.
# # #
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Except for the historical information contained herein, this news
release contains forward-looking statements that involve risks and
uncertainties. Those risks include, but are not limited to, risks relating to
potential strategic transactions that the Company may undertake, the risk that
such transactions may not be consummated on favorable terms or at all, the risk
that such transactions may not in fact enhance stockholder value and may
adversely affect the business or the trading price of the Company's stock, the
risk that any such transaction may require the Company to incur non-recurring or
other charges and may pose significant integration challenges and/or management
and business disruptions, any of which could materially affect the business and
financial results, the risk of delays in the development or introduction of
products, customer or sales channel acceptance of products and competitive
product introductions from new or established competitors. The Company makes no
assurances regarding the future success of its products. The Company does not
project future financial results and expressly disclaims responsibility for any
such projections released by third-party analysts. The above risk factors and
others are more fully discussed in the Company's Form 10-K for the year ended
September 30, 1999 and its quarterly reports on Form 10-Q.
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EX-99.2
Certificate of Ownership and Merger
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
PREVIO, INC.
INTO
STAC SOFTWARE, INC.
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Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
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STAC SOFTWARE, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware ("the "Company),
DOES HEREBY CERTIFY:
FIRST: That this Company owns all of the outstanding shares of Previo,
Inc., a corporation organized and existing under the General Corporation Law of
the State of Delaware.
SECOND: That this Company, by the following resolutions of its Board of
Directors, duly adopted at a meeting held on January 27, 2000, determined to
merge Previo, Inc. into itself on the terms and conditions set forth in such
resolutions:
RESOLVED, that the Company's wholly-owned subsidiary, Previo, Inc., be
merged into the Company and that the Company shall be the surviving corporation
in such merger pursuant to Section 253 of the GCL;
RESOLVED FURTHER, that such merger shall become effective as of 5:00
p.m. Eastern Time on the date of the filing of a Certificate of Ownership and
Merger in the form reviewed and approved by the Board at this meeting with the
Secretary of State of the State of Delaware in accordance with Section 253 of
the GCL;
RESOLVED FURTHER, that upon the effectiveness of the merger, the
Company shall assume all of the liabilities and obligations of Previo, Inc.;
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RESOLVED FURTHER, that upon the effectiveness of the merger, the name
of the Company shall be changed to Previo, Inc., and Article I of the Company's
Certificate of Incorporation shall thereby be amended to read as follows:
"I.
The name of this corporation is Previo, Inc."
RESOLVED FURTHER, that the officers of the Company be, and each of them
hereby is, authorized and directed, for and on behalf of the Company, to take
all action deemed necessary or appropriate with respect to the foregoing merger
and name change, including but not limited to filing such statements and
certificates with the Secretaries of State of the States of Delaware, California
and any other state as may be deemed necessary or appropriate by such officers,
and that any and all such actions that may have been taken to date are hereby
authorized, ratified, approved and confirmed in all respects.
IN WITNESS WHEREOF, Stac Software, Inc. has caused this certificate to
be signed by John T. Ticer, Jr., its authorized officer, on April 24, 2000.
STAC SOFTWARE, INC.
By: /s/ John T. Ticer, Jr.
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John T. Ticer, Jr.
Chief Executive Officer
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PREVIO, INC.
Date: May 2, 2000 By: /s/ Clifford L. Flowers
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Clifford L. Flowers
Vice President, Finance
Chief Financial Officer and Secretary
