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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 30, 2000
NOVADIGM, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-26156 22-3160347
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(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
ONE INTERNATIONAL BLVD., SUITE 200, MAHWAH, NJ 07495
(Address of principal executive offices) (Zip Code)
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(201) 512-1000
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On July 5, 2000, Novadigm, Inc. ("Novadigm") issued a press release announcing
that (i) Novadigm and Hewlett-Packard Company ("HP") had entered into a
strategic alliance to integrate, market and sell Novadigm's software and content
management products with HP's OpenView management solutions for the enterprise
and service providers markets and (ii) HP will become an equity owner of
Novadigm. A copy of the press release is filed herewith as Exhibit 1.
Pursuant to the Alliance Agreement (Exhibit 2 filed herewith), Novadigm and HP
will (i) integrate the products of Novadigm and HP OpenView, (ii) jointly market
and make available to existing and prospective customers the products of
Novadigm and HP OpenView, as integrated, and (iii) provide customers the
opportunity to replace HP OpenView's Desktop Administrator ("DTA") products and
services with Novadigm's Radia products and services. In addition, under the
Alliance Agreement, Novadigm agreed to issue to HP 940,000 shares (the
"Consideration Shares") of Novadigm's common stock and a warrant (Exhibit 4
filed herewith) for an additional 250,000 shares (the "Warrant Shares") of
common stock.
Concurrently with the execution of the Alliance Agreement, Novadigm and HP also
entered into a Stockholder Rights Agreement (Exhibit 3 filed herewith) providing
certain registration rights to HP with respect to the Consideration Shares and
the Warrant Shares and subjecting the Consideration Shares and the Warrant
Shares to certain restrictions on transfer and distribution control measures. In
addition, Novadigm and HP entered into a distribution agreement which, for a fee
of $2,500,000, provides a one-year limited license to HP to upgrade certain
existing DTA customers to the Radia product.
Novadigm is currently evaluating the proper accounting treatment of the
transactions created by the aforementioned agreements, including the fair market
valuation of the Consideration Shares and the warranty, amortization of the
acquired intangible asset, and recognition of revenue from licenses,
subscriptions, and services. The accounting treatment of these transactions may
affect the operating results of Novadigm for its first fiscal quarter and
subsequent quarters in fiscal 2001 and beyond.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
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1 PRESS RELEASE, July 5, 2000 "HP Takes Equity Stake in Novadigm
with Global Marketing, Sales and Technology Alliance"
2 ALLIANCE AGREEMENT, dated as of June 30, 2000, between Novadigm,
Inc, and Hewlett-Packard Company
3 STOCKHOLDERS RIGHTS AGREEMENT, dated as of June 30, 2000, between
Novadigm, Inc. and Hewlett-Packard Company
4 WARRANT to Purchase Common Stock issued by Novadigm, Inc. to
Hewlett-Packard Company on June 30, 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.
NOVADIGM, INC.
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(Registrant)
By: /s/ WALLACE D. RUIZ
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Wallace D. Ruiz
Vice President, Treasurer and
Chief Financial Officer
Date: July 19, 2000
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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1 PRESS RELEASE, July 5, 2000 "HP Takes Equity Stake in Novadigm with
Global Marketing, Sales and Technology Alliance"
2 ALLIANCE AGREEMENT, dated as of June 30, 2000, between Novadigm, Inc,
and Hewlett-Packard Company
3 STOCKHOLDERS RIGHTS AGREEMENT, dated as of June 30, 2000, between
Novadigm, Inc. and Hewlett-Packard Company
4 WARRANT to Purchase Common Stock issued by Novadigm, Inc. to
Hewlett-Packard Company on June 30, 2000
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