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) July 20, 1998
----------------
GLOBALINK, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 33-60296 54-1473222
- ---------------------------- ----------------- ------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
9302 Lee Highway, 12th Floor, Fairfax, Virginia 22031
- ----------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (703) 273-5600
----------------------
Not Applicable
------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
On July 20, 1998, Globalink, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Lernout & Hauspie
Speech Products N.V. ("L&H") and a wholly-owned subsidiary of L&H. The Merger
Agreement provides for the merger of that subsidiary into the Company and for
the Company to be the surviving corporation. The closing of the merger is
subject to certain conditions and approvals, including the approval of the
Company's stockholders.
2
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
Exhibit Number Description
- ---------------- ----------------------------------------------------
2.1 Agreement and Plan of Merger dated as of July 20,
1998 by and among Lernout & Hauspie Speech Products
N.V., Beach Acquisition Corp. and Globalink, Inc.*
10.1 Stock Option Agreement dated July 20, 1998 between
Globalink, Inc. and Lernout & Hauspie Speech Products
N.V.*
99.1 Press release of Globalink, Inc. dated July 21, 1998.
- ---------------------------
* To be filed by amendment.
3
<PAGE>
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.
Dated: July 21, 1998 GLOBALINK, INC.
(Registrant)
/s/ Ronald F. Johnston
-----------------------
Ronald F. Johnston
President and Chief
Operating Officer
4
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
2.1 Agreement and Plan of Merger dated as of July 20, 1998 by and
among Lernout & Hauspie Speech Products N.V., Beach
Acquisition Corp. and Globalink, Inc.*
10.1 Stock Option Agreement dated July 20, 1998 between Globalink,
Inc. and Lernout & Hauspie Speech Products N.V.*
99.1 Press Release of Globalink, Inc. dated July 21, 1998.
- ---------------------------
* To be filed by amendment.
5
<PAGE>
Exhibit 99.1
PRESS CONTACT:
Ron Johnston
President & Chief Operating Officer
703/277-3140
[email protected]
FOR IMMEDIATE RELEASE
GLOBALINK SIGNS AGREEMENT
TO BE ACQUIRED BY LERNOUT & HAUSPIE
Globalink, Inc. (AMEX-GNK), a worldwide leader of language translation software
products and services, announced today that it has signed an agreement to be
acquired by Lernout & Hauspie Speech Products N.V. (NASDAQ:LHSPF), a worldwide
market leader in speech and linguistic technologies, products and services.
The transaction would be structured as a merger of Globalink with a newly-formed
subsidiary of L&H, pursuant to which Globalink stockholders would receive
.095726 of a share of L&H common stock for each share of Globalink common stock,
subject to a 10% "collar" arrangement. At yesterday's closing price of L&H
common stock of $58.50, that would result in a price of $5.60 for each Globalink
share. There will be no adjustment in the number of shares of L&H stock payable
in the merger if L&H's stock price increases or decreases only 10% or less prior
to the closing. If L&H's stock price increases or decreases more than 10% from
$58.50, the number of shares of L&H common stock payable to Globalink
stockholders would decrease or increase, respectively, to maintain a per-share
consideration at the collared prices of $6.16 or $5.04. If the price of L&H
common stock drops below $43.00, L&H may either elect not to proceed with the
merger or to avoid substantial dilution by using cash to make up part of the
merger consideration. If the per-share price of L&H common stock drops to $20.00
or less, Globalink may elect not to proceed with the merger. It is anticipated
that the merger will be consummated in the fourth quarter, pending approval by
Globalink's stockholders and the satisfaction of other customary conditions.
"Globalink has long recognized the tremendous potential of the worldwide
translation market, which many analysts estimate to be a billion dollar market
by the next millennium," said Harry Hagerty, Chairman and CEO of Globalink. "By
joining forces with Lernout & Hauspie, the market leader in speech and
linguistic technologies, we can amass the resources required to develop world
class machine translation products and solutions to meet the growing needs of
the market."
"With this acquisition, L&H adds a number of widely-used languages to its
translation product and service offerings, making us the company to provide the
most comprehensive language translation offering," said Gaston Bastiaens,
President and CEO, L&H. "Information currently on the World Wide Web is nearly
eighty percent English language. By quickly providing additional language pairs
for our machine translation products and iTranslator Internet search and
retrieval service, we are helping non- English speaking companies and
individuals translate into their native tongue the wealth of information on the
Web. A critically important resource in today's global economy.
Globalink is a leading provider of language translation software and services.
The Company is a pre-eminent developer of machine translation software that
automatically translates human language. Globalink software products help
companies and individuals access information in foreign languages and
communicate across language barriers. Globalink Language AssistantTM, a
translation and reference tool, to Globalink Web TranslatorTM for translating
web pages while "surfing" to Globalink Power TranslatorTM, Power Translator
ProTM and Globalink Intranet TranslatorTM, gives people a set of tools that
greatly expand their ability to communicate in English, French, German, Italian,
Portuguese and Spanish. Languages to be added later in 1998 include Russian,
Chinese and Japanese.
Globalink augments their technology offerings with an extensive range of
professional human translation services and customized corporate solutions. Call
Globalink at 800-255-5660 for more information or visit their website at
www.globalink.com.
This information contains forward-looking statements within the meaning of
Section 21E of the Private Securities Litigation Reform Act of 1995, including
material regarding the future business operations and projected financial
results of Globalink, Inc. (the "Company"). These forward-looking statements are
subject to risks and uncertainties which could cause the Company's actual
results to differ materially from the forward-looking statements. Such risks and
uncertainties include, but are not limited to: general business conditions and
growth in the language translation industry and the economy; competitive
factors, such as competing language translation software products and services,
acceptance of new language translation products and services and pricing issues;
timing of language translation product and service introductions; unanticipated
costs, complications or delays in product development; fluctuation in customer
demand; risk of inventory obsolescence due to shifts in market demand; risk of
nonpayment of material customer receivables; success in current product
enhancements and language translation technology advances; risks associated with
the sale of products in foreign markets, including currency fluctuations;
unanticipated costs or adverse effects associated with distributors, vendors and
suppliers; litigation involving intellectual property, licensing and consumer
issues; and other unanticipated business risks and uncertainties.
6
