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 2, 1996
WONDERWARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-22044 33-0304677
(Commission File No.) (IRS Employer Identification No.)
100 Technology Drive
Irvine, CA 92618
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (714) 727-3200
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Item 5. Other Events.
On December 2, 1996, Wonderware Corporation (the "Company") was notified
that a complaint had been filed in the U.S. District Court for the Eastern
District of Pennsylvania by Otto M. Voit, III (Civil Action No. 96-CV-7883). In
the complaint, Mr. Voit purports to be acting on behalf of all former holders of
common stock, or options to acquire common stock, of Soft System Engineering,
Inc. ("SSE"), which was acquired by the Company in a stock-for-stock merger
exchange in August 1995. Mr. Voit alleges in the complaint that the Company and
certain of its officers who have also been named as defendants in the action
made or caused to be made materially false and misleading statements and
concealed material information in connection with the acquisition of SSE by the
Company. In particular, Mr. Voit alleges in the complaint that the Company and
the other defendants knew at the time of the acquisition and failed to disclose
that certain senior officers, including its then Chief Executive Officer, were
planning to leave the Company. Mr. Voit also alleges that the Company knew at
the time of the acquisition and failed to disclose that it was planning to
implement certain changes in its operations that would substantially increase
the Company's operating expenses. In the complaint, Mr. Voit claims that these
alleged misrepresentations and omissions constitute violations of the Securities
Exchange Act of 1934, as amended, Rule 10b-5 thereunder and various state
securities laws, common law fraud, negligent misrepresentation, fraudulent
inducement to enter into a contract and inducement to enter into a contract by
material misrepresentation and requests relief in the form of compensatory and
punitive damages as well as the costs incurred in pursuing his claims. The
Company believes the allegations in the complaint are without merit and intends
to vigorously defend itself and the other defendants, each of whom has been
previously indemnified by the Company in connection with his employment as an
officer of the Company, against the claims stated in the complaint. It is too
early to determine the impact, if any, of these proceedings on the Company, its
financial condition or its results of operations, but there can be no assurance
that the results of such litigation will not have a material adverse effect on
the Company, its financial condition or its results of operations.
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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.
Wonderware Corporation
Dated: December 13, 1996 By: /S/ Sam M. Auriemma
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Sam Auriemma
Vice President, Chief Financial
Officer and Secretary
