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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) December 30, 1998
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PLATINUM SOFTWARE CORPORATION
(Exact name of registrant as specified in Charter)
DELAWARE 000-20740 33-0277592
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
195 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618-2402
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(Address of Principal Executive Offices)
(949) 453-4000
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(Registrant's Telephone Number, Including Area Code)
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ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS.
Zoo Acquisition Corp. ("Merger Sub"), which was a wholly owned
subsidiary of Platinum Software Corporation, a Delaware corporation (the
"Registrant"), was merged (the "Merger") with and into DataWorks Corporation, a
Delaware corporation ("DataWorks") pursuant to an Agreement and Plan of
Reorganization dated as of October 13, 1998, as amended as of October 30, 1998
among the Registrant, Merger Sub and DataWorks (the "Acquisition Agreement").
The terms of the Acquisition Agreement were determined through arms' length
negotiations between the Registrant and DataWorks. The Merger became effective
at 11:59 p.m., California time, on December 31, 1998 (the "Effective Time"), the
date of the filing of the Certificate of Merger with the Delaware Secretary of
State. At the Effective Time: (i) Merger Sub ceased to exist; (ii) DataWorks, as
the surviving corporation in the Merger, became a wholly owned subsidiary of the
Registrant and (iii) subject to the provisions of the Acquisition Agreement
relating to the payment of fractional shares, each share of Common Stock of
DataWorks, $0.001 par value per share ("DataWorks Common Stock") existing
immediately prior to the Effective Time was converted into the right to receive
0.794 shares (the "Exchange Ratio") of the Registrant's Common Stock, $0.001 par
value per share ("Registrant Common Stock").
In addition, pursuant to the Acquisition Agreement, upon the Effective
Time, each outstanding option or right to purchase DataWorks Common Stock under
the DataWorks 1995 Equity Incentive Plan, the DataWorks 1995 Non-Employee
Directors Stock Option Plan, the Interactive 1997 Nonstatutory Stock Option
Plan, the Interactive 1995 Stock Option Plan, each outstanding option or right
to purchase DataWorks Common Stock under Nonstatutory Stock Option Agreements
between DataWorks and certain DataWorks employees and each outstanding warrant
to purchase DataWorks Common Stock was assumed by the Registrant and became an
option or right to purchase Registrant Common Stock, with appropriate
adjustments made to the number of shares issuable thereunder and the exercise
price thereof based on the Exchange Ratio.
The Merger is intended to be a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and is intended to be
treated as a purchase for financial reporting purposes in accordance with
generally accepted accounting principles. The assets of DataWorks were used,
prior to the Effective Time, to develop, market, implement and support open
systems, client/server based Enterprise Resource Planning software for mid-range
discrete manufacturing companies with annual revenues between $3 million and $1
billion.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements and exhibits are filed as part of
this Report, where indicated.
(a) Financial statements of business acquired, prepared pursuant to
Rule 3.05 of Regulation S-X:
The financial statements required pursuant to this Item 7(a)
will be filed within 60 days of the date of this filing.
(b) Pro forma financial information required pursuant to Article 11
of Regulation S-X:
The pro forma financial information is unavailable as of the date
of this filing. Such information will be filed within 60 days of
the date of this filing.
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(c) Exhibits in accordance with Item 601 of Regulation S-K:
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated as of
October 13, 1998, as amended as of October 30, 1998
among Platinum Software Corporation, Zoo Acquisition
Corp. and DataWorks Corporation. (Incorporated herein
by reference to Registrant's Registration Statement on
Form S-4 (No. 333-67577)).
2.2 Certificate of Merger between DataWorks Corporation
and Zoo Acquisition Corp.
99.1 Press release dated January 5, 1999.
ITEM 8 CHANGE IN FISCAL YEAR.
On December 30, 1998 the Board of Directors of the Registrant determined
to change the Registrant's fiscal year from June 30 of each year to December 31
of each year. The transition period from June 30, 1998 to January 1, 1999 will
be covered in the Registrant's Annual Report on Form 10-K to be filed by the
Registrant no later than March 31, 1999.
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Reorganization, dated as of
October 13, 1998, as amended as of October 30, 1998
among Platinum Software Corporation, Zoo Acquisition
Corp. and DataWorks Corporation. (Incorporated herein
by reference to Registrant's Registration Statement on
Form S-4 (No. 333-67577)).
2.2 Certificate of Merger between DataWorks Corporation
and Zoo Acquisition Corp.
99.1 Press release dated January 5, 1999.
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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.
PLATINUM SOFTWARE CORPORATION
Dated: January 13, 1999 By: /s/ PERRY TARNOFSKY
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Perry Tarnofsky
Vice President
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EXHIBIT 2.2
CERTIFICATE OF MERGER
MERGING
ZOO ACQUISITION CORP.,
A DELAWARE CORPORATION
WITH AND INTO
DATAWORKS CORPORATION,
A DELAWARE CORPORATION
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This Certificate of Merger, dated as of December 31, 1998, relates to
the merger (the "Merger") of Zoo Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Platinum Software Corporation, a Delaware
corporation, with and into DataWorks Corporation, a Delaware corporation.
1. The name of each of the constituent corporations and their respective
states of incorporation are as follows: Zoo Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Platinum Software Corporation, a
Delaware corporation; and DataWorks Corporation, a Delaware corporation.
2. An agreement and plan of reorganization providing for the Merger has
been approved, adopted, certified, executed and acknowledged by each of the
abovementioned constituent corporations in accordance with the requirements of
Section 251 of the General Corporation Law of the State of Delaware.
3. The name of the surviving corporation shall be DataWorks Corporation
(the "Surviving Corporation").
4. The Certificate of Incorporation of the Surviving Corporation is
hereby amended to read in its entirety as set forth in Exhibit A hereto.
5. The executed agreement and plan of reorganization providing for the
Merger is on file at the principal place of business of the Surviving
Corporation. The address of said principal place of business is as follows: 5910
Pacific Center Boulevard, Suite 300, San Diego, California 92121, Attention:
Bradley J. Thies, General Counsel.
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6. A copy of the agreement and plan of reorganization providing for the
Merger will be furnished by the Surviving Corporation, on request and without
cost, to any stockholder of any of the abovementioned constituent corporations.
7. The Merger shall become effective at 11:59 p.m. California time as of
the date of filing of this Certificate of Merger with the Secretary of State of
the state of Delaware.
ZOO ACQUISITION CORP. DATAWORKS CORPORATION
a Delaware corporation a Delaware corporation
By: /s/ Perry Tarnofsky By: /s/ Norman R. Farquhar
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Perry Tarnofsky Norman R. Farquhar
Secretary Executive Vice President and
Chief Financial Officer
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EXHIBIT A
CERTIFICATE OF INCORPORATION
OF
DATAWORKS CORPORATION
ARTICLE I
The name of the corporation is DataWorks Corporation (the
"Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III
The nature of the business or purpose to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.
ARTICLE IV
The Corporation is authorized to issue one class of shares to be
designated Common Stock. The total number of shares of Common Stock the
Corporation shall have authority to issue is 1,000, with par value of $0.001 per
share.
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the Corporation is expressly authorized to make,
alter, amend or repeal the Bylaws of the Corporation.
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ARTICLE VII
The election of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.
ARTICLE VIII
The number of directors which constitute the whole Board of Directors of
the Corporation shall be designated in the Bylaws of the Corporation.
ARTICLE IX
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.
ARTICLE X
To the fullest extent permitted by the Delaware General Corporation Law
or any other applicable law as now in effect or as it may hereafter be amended,
a director of the Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for any action taken, or any failure to
take any action, as a director, except to the extent such exception from
liability or limitation thereof is not permitted under the Delaware Corporation
Law or any other applicable law as now in effect or as it may hereafter be
amended.
The Corporation shall indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he or she or his or her testator or intestate is or was a director,
officer, employee or agent of the Corporation or any predecessor of the
Corporation or serves or served any other enterprise as a director, officer,
employee or agent at the request of the Corporation or any predecessor to the
Corporation.
Neither any amendment nor repeal of this Article XI nor the adoption of
any provision of this corporation's Certificate of Incorporation inconsistent
with this Article X, shall eliminate or reduce the effect of this Article X in
respect of any matter occurring, or any cause of action, suit or claim accruing
or arising or that, but for this Article X, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
ARTICLE XI
Except as provided in Article XI above, the Corporation reserves the
right to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to this reservation.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Investor Contact: Investor Relations
Platinum Software Corporation
949/450-4008
[email protected]
Media Contact: Sari Gallagher
Platinum Software Corporation
949/453-4268
[email protected]
PLATINUM(R) SOFTWARE CORPORATION ANNOUNCES NEW CORPORATE STRUCTURE FOLLOWING
COMPLETION OF MERGER WITH DATAWORKS
NEW ORGANIZATION DEMONSTRATES THE COMPANY'S PLANS TO COMPETE AGGRESSIVELY IN
THE MIDMARKET ENTERPRISE RESOURCE PLANNING (ERP) MARKETPLACE
IRVINE, Calif. -- January 5, 1999 -- Platinum Software Corporation (NASDAQ:
PSQL), a leadinG provider of enterprise resource planning (ERP) solutions for
the midmarket, today announced its new corporate structure following completion
on December 31, 1998, of its previously announced merger with DataWorks.
Pursuant to the merger agreement, each share of DataWorks common stock has been
converted into .794 of a share of Platinum Software common stock, resulting in
the issuance of approximately 11,750,000 shares.
"With this merger, Platinum Software becomes one of the ten largest ERP
vendors in the world, possessing even greater resources for developing, and
marketing proven integrated front and back office business applications," said
George Klaus, chairman, president and CEO of Platinum Software Corporation.
"Development of the next generation of our flagship product, Platinum ERA, will
continue to be a primary focus of the company. At that same time, our current
plan is to continue to support the ongoing product, service and support
requirements of our combined customer base. With the completion of this merger,
Platinum Software now has the critical mass of development, sales, consulting
and marketing resources to more completely meet our customers' needs, as well as
remain an industry pacesetter in midmarket ERP."
Joining Platinum Software's senior management team are two former
DataWorks executives, Stuart Clifton and Norman Farquhar. With over 30 years
experience in the industry,
-More-
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Platinum Software Announces New Corporate Structure
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Clifton, DataWorks former president and CEO, joins Platinum Software as vice
chairman and a member of the company's board of directors. Previously, Clifton
joined DataWorks as president and CEO in 1987, providing overall executive
leadership in corporate marketing and product strategies. Prior to DataWorks,
Clifton joined the founding team of Triad Systems Corporation in 1972, and was
also with IBM following his graduation from Case Institute of Technology in
1967.
Farquhar, DataWorks' former executive vice president and chief
financial officer, joins Platinum Software as executive vice president and chief
financial officer. With 20 years of financial and Wall Street experience in the
high technology marketplace, Farquhar has managed six public offerings (both
initial and follow-on offerings) as well as 25 mergers and acquisitions. Prior
to joining DataWorks in January 1996, Farquhar held positions at Wonderware
Corporation, Micro Technology Inc. and Cipher Data Products.
The addition of both Clifton and Farquhar completes the company's
executive management team reporting to Klaus, which includes: Bill Pieser,
executive vice president, product operations and marketing; Ken Lally, executive
vice president, field and customer operations; Dan Whelan, vice president, North
American services; and Vince Sheeran, vice president and general manager of the
Clientele Products Group.
With the addition, of Clifton, Platinum Software's board of directors
include:
o George Klaus, chairman, president and CEO of Platinum Software
Corporation
o Stuart Clifton, vice chairman, Platinum Software Corporation
o Donald Dixon, president of Trident Capital, Inc.
o L. John Doerr, general partner of Kleiner Perkins Caufield & Byers
o W. Douglas Hajjar, consultant
o Arthur Marks, general partner and manager of Information Technology
Group at New Enterprise Associates
"As a senior management team, we have aggressively pursued those
organizational and functional measures intended to position the company on a
strong foundation going forward," stated Klaus. "Though difficult, we believe
the decisions we have made will benefit all company stakeholders, including
employees and shareholders, as well as our valued partners and customers."
The merger is being accounted for as a purchase. Following the merger,
Platinum Software has approximately 42 million outstanding shares. The company
expects that the purchase price in excess of the acquired DataWorks book value
will be approximately $18 million. Additionally, the company will take a
restructuring charge related to company consolidations in the quarter
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Platinum Software Announces New Corporate Structure
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completed on December 31, 1998. Finally, the company announced that it has
adopted the DataWorks fiscal year, which ends December 31, to become a calendar
year reporting schedule. The company will report its results for the quarter
ending December 31, 1998, on February 4, 1999.
As previously announced, globally dispersed employee reductions and
office consolidations will occur this week in areas where there is duplication
or redundancy. Following the planned workforce consolidation, the total number
of domestic and international employees at the company will be approximately
1,700. This represents an approximate 15% change since the date the merger was
announced through both reductions and attrition. Additionally, duplicative
offices in the same geographical regions will be consolidated, domestically and
internationally.
Throughout the month of January, Platinum Software will be announcing
and providing additional information about further developments of the combined
company, including specific product plans and strategies.
ABOUT PLATINUM SOFTWARE CORPORATION
Platinum Software Corporation develops client/server enterprise resource
planning software, including customer service and support, sales force
automation, financial accounting, budgeting, manufacturing, and distribution for
midmarket corporations worldwide. Founded in 1984, Platinum Software is based in
Irvine, California. More information about Platinum Software Corporation, its
products and services is available at www.platsoft.com.
# # #
Platinum is a registered trademark of Platinum Software Corporation. All other
company and product names mentioned in this document are trademarks of the
respective companies with which they are associated and are acknowledged.
The foregoing statements regarding anticipated future results and developments
at the company constitute forward-looking information, and actual results could
differ materially. Among the factors that could cause actual results to differ
are the following: the company's success in integrating the operations, sales
forces, and products of the two merging companies; and fluctuations in demand
for the company's products, particularly in light of competitive offerings. For
a more detailed discussion of those and other risk factors affecting the
company's future results, please refer to the company Registration Statement on
From S-4 related to the merger, pages 20-29.
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