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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ARDENT SOFTWARE, INC.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
039794102
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(CUSIP Number)
James T. Dresher
1339 East MacPhail Road
Bel Air, Maryland 21015
(410) 638-0141
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ].
(Continued on the following page)
Page 1 of 8 Pages
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SCHEDULE 13D
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CUSIP No. 039794102 Page 2 of 8
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1
NAME OF REPORTING PERSON
JAMES T. DRESHER
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF SHARES 7
BENEFICIALLY OWNED BY SOLE VOTING POWER
EACH REPORTING PERSON
WITH 2,910,140 SHARES
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8
SHARED VOTING POWER
0
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9
SOLE DISPOSITIVE POWER
2,910,140 SHARES
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10
SHARED DISPOSITIVE POWER
0
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,910,140 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
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14
TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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CUSIP No. 039794102 Page 3 of 8
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1
NAME OF REPORTING PERSON
GLENANGUS HOLDINGS CORP.
TAX I.D. NO. 521748880
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
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NUMBER OF SHARES 7
BENEFICIALLY OWNED BY SOLE VOTING POWER
EACH REPORTING PERSON
WITH 1,785,362 SHARES
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8
SHARED VOTING POWER
0
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9
SOLE DISPOSITIVE POWER
1,785,362 SHARES
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10
SHARED DISPOSITIVE POWER
0
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,785,362 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
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14
TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, par value $.01 per
share ("Common Stock"), of Ardent Software, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 50
Washington Street, Westboro, Massachusetts 01581.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed jointly by James T. Dresher
("Dresher") and Glenangus Holdings Corp., a Maryland Corporation all of the
capital stock of which is owned by Dresher ("Glenangus," and together with
Dresher, the "Reporting Persons"). The Reporting Persons are filing this
statement jointly pursuant to a Joint Filing Agreement attached hereto as
Exhibit 1.
(b) The business address of Dresher and Glenangus is 1339 East
MacPhail Road, Bel Air, Maryland 91015. The names, business addresses and
principal businesses of each of the directors and executive officers of
Glenangus are set forth on Schedule I hereto and incorporated by reference
herein.
(c) Dresher's principal occupation is business consultant.
Glenangus' principal business is holding company.
(d) During the last five years, none of the Reporting Persons nor,
to the best of their knowledge, any of the executive officers or directors of
any of the Reporting Persons, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons nor,
to the best of their knowledge, any of the executive officers or directors of
any of the Reporting Persons, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) To the best knowledge of the Reporting Persons, each of the
executive officers and directors of the Reporting Persons is a United States
citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
On February 10, 1998, Unidata, Inc. ("Unidata") merged with and into
Vmark Software, Inc. (the "Merger") and Vmark Software, Inc. ("Vmark") changed
its name to Ardent Software, Inc., pursuant to that certain Agreement and Plan
of Merger and Reorganization, dated October 7, 1997, by and between Vmark and
Unidata (the "Merger Agreement"). In the Merger, each share of Class A Common
Stock and Class B Common Stock of Unidata was converted into the right to
receive 0.446339 shares of Common Stock (after giving effect to Unidata's
settlement of a certain outstanding claim). Dresher received 1,124,778 shares of
Common Stock in exchange for the 2,520,000 shares of Class A Common Stock of
Unidata owned by him and Glenangus received 1,785,362 shares of Common Stock in
exchange for the 4,000,000 shares of Class A Common Stock of Unidata owned by
it. Copies of the
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Merger Agreement and an Amendment to the Merger Agreement, entered into on
November 7, 1997, are attached hereto as Exhibits 2 and 3, respectively, and
incorporated herein by reference.
Concurrently with the consummation of the Merger, the Company and
Dresher also entered into a Registration Rights Agreement pursuant to which the
former Unidata stockholders will have, among other things, the right, under
certain circumstances and subject to certain conditions and exceptions, to
require the Company to register all or any portion of the shares of Common Stock
received by them in the Merger. A copy of the Registration Rights Agreement is
attached hereto as Exhibit 4 and incorporated herein by reference.
Except as described herein, none of the Reporting Persons has any
present plan or proposal which relates to, or could result in, any of the events
referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
However, the Reporting Persons will continue to review the business of the
Company and may in the future propose that the Company take one or more of such
actions.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Dresher is the direct record owner of 1,124,778 shares of the
Common Stock, which constitute approximately 7.9% of the total number of
outstanding shares of the Common Stock immediately following the consummation of
the Merger. Glenangus is the direct record holder of 1,785,362 shares of the
Common Stock which constitute approximately 12.6% of the total number of
outstanding Shares of the Common Stock immediately following the consummation of
the Merger.
(b) As the sole shareholder and President of Glenangus, Dresher
indirectly has sole power to vote or direct the vote, and to dispose or to
direct the disposition of the shares of the Common Stock beneficially owned by
Glenangus. As a result, Dresher may be deemed to beneficially own the shares of
the Common Stock directly owned by Glenangus.
(c) Except as described in Item 4 above, there have not been any
transactions in the Common Stock effected by or for the account of any of the
Reporting Persons or any executive officer or director of any of the Reporting
Persons during the past 60 days.
(d) Except as stated in this Item 5, to the best knowledge of the
Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Joint Filing Agreement, dated as of February 18,
1998.
Exhibit 2. Agreement and Plan of Merger and Reorganization,
dated October 7, 1997, by and between Vmark and
Unidata (incorporated by reference to Exhibit 2.1
from Vmark's registration statement on Form S-4 (No.
333-43533) as filed on December 31, 1997 with the
Securities and Exchange Commission).
Exhibit 3. Amendment to Agreement and Plan Merger and
Reorganization, dated November 7, 1997, by and among
Vmark and Unidata (incorporated by reference to
Exhibit 2.2 from Vmark's registration statement on
Form S-4 (No. 333-43533) as filed on December 31,
1997 with the Securities and Exchange Commission).
Exhibit 4. Registration Rights Agreement, dated as of
February 10, 1998, by and among Vmark and Dresher,
individually and as agent for certain stockholders of
the Company (incorporated by reference to Exhibit
10.40 from the Company's current report on Form 8-K
as filed on February 12, 1998 with the Securities and
Exchange Commission).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 18, 1998 JAMES T. DRESHER
/s/ James T. Dresher
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Dated: February 18, 1998 GLENANGUS HOLDINGS CORP.
By: /s/ James T. Dresher
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Name: James T. Dresher
Title: President
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
GLENANGUS HOLDINGS CORP.
The name, business address, present principal occupation or employment,
and the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of Glenangus Holdings Corp. is set forth below.
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PRINCIPAL OCCUPATION, IF OTHER THAN AS
NAME AND BUSINESS POSITION WITH GLENANGUS HOLDINGS EXECUTIVE OFFICER OF GLENANGUS
ADDRESS CORP. HOLDINGS CORP.
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James T. Dresher Chairman, President and Treasurer Business Consultant
1339 East MacPhail Road
Bel Air, Maryland 21015
Harold Nussenfeld Director, Secretary and Vice Vice President, Administration
Ardent Software, Inc. President Ardent Software, Inc.
50 Washington Street
Westboro, Massachusetts 01581
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree to jointly file a statement on Schedule
13D, together with any amendments thereto relating to the shares of common stock
of Ardent Software, Inc. acquired by them in the merger of Unidata, Inc. and
Vmark Software, Inc., with the Securities and Exchange Commission pursuant to
the requirements of Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended.
This Joint Filing Agreement may be signed in counterpart copies.
(Signature Page Follows)
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Date: February 18, 1998 JAMES T. DRESHER
/s/ James T. Dresher
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Date: February 18, 1998 GLENANGUS HOLDINGS CORP.
By: /s/ James T. Dresher
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Name: James T. Dresher
Title: President
