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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
DECEMBER 4, 2000
(Date of Report)
TIMELINE, INC.
(Name of Registrant as Specified in its Charter)
STATE OF WASHINGTON 1-13524 91-1590734
(State or Other Jurisdiction Commission File Number (IRS Employer
of Incorporation Identification Number)
3055 112TH AVENUE N.E., SUITE 106
BELLEVUE, WASHINGTON 98004
(Address of Principal Executive Offices)
(425) 822-3140
(Telephone Number)
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ITEM 2. ACQUISITION OF ASSETS
On December 4, 2000, Timeline, Inc. successfully closed its acquisition of
WorkWise(R) Software, Inc., a Delaware corporation, in exchange for 250,000
shares of Timeline common stock. The transaction was effected by purchasing all
of the outstanding shares of stock in WorkWise, held by Oralis.com, Inc., a
private company, and as a result of the transaction, WorkWise became a
wholly-owned subsidiary of Timeline. In conjunction with the acquisition,
Timeline agreed to distribute 25,000 of the 250,000 shares of its common stock
directly to certain WorkWise employees who agreed to accept employment with
Timeline. The consideration paid for the acquisition was based on the fair value
of WorkWise, as determined by Timeline's Board of Directors.
WorkWise is a developer of software applications and owns the rights to the
software products Business Alerts(TM) and Data Agent Server(TM). Business
Alerts(TM) consists of a software program that monitors data base fields for
change. When a change is detected, a notice is sent out to the named party. Data
Agent Server(TM) operates in a similar manner except that a change in a
monitored data base field can trigger the software programs to be instituted.
Additionally, WorkWise owns the trademarks of Business Alerts(TM), Data Agent
Server(TM) and WorkWise(R). WorkWise currently licenses its software products
and applications through OEM partners and direct sales channels. Timeline
expects to continue to license the WorkWise products on a stand-alone basis, as
well as bundled with one or more of Timeline's products. As a result of the
acquisition, Timeline hired five employees of WorkWise.
Under the stock purchase agreement, Timeline has agreed to file a registration
statement with the SEC to register the 225,000 shares issued to Oralis.com, and
to use its best efforts for the registration statement to be effective within
six months after closing.
A copy of the definitive stock purchase agreement is filed as Exhibit 99.1 to
this Current Report on Form 8-K.
Timeline issued a press release on December 1, 2000, announcing the signing of
the acquisition agreement. A copy of the press release is filed as Exhibit 99.2
to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Financial statements of WorkWise Software, Inc. are not included
in the Current Report on Form 8-K, and will be filed by an
amendment to this Form 8-K within 60 days from the date hereof.
(b) Pro Forma Financial Information.
Pro forma financial information for the acquisition of WorkWise
Software, Inc. is not included in this Current Report on Form
8-K, and will be filed by an amendment to this Form 8-K within 60
days from the date hereof.
(c) Exhibits.
Number Description
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99.1 Stock Purchase Agreement, dated as of December 1, 2000,
by and among Timeline, Inc. and Oralis.com, Inc.
99.2 Company press release dated December 1, 2000: "Timeline
Acquires WorkWise Software, Inc. in Stock Transaction"
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, dated as of December
18, 2000.
TIMELINE, INC.
By: /s/ Charles R. Osenbaugh
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Charles R. Osenbaugh
Chief Executive Officer
