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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): AUGUST 27, 1998
NETMANAGE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-15067 77-0252226
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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10725 NORTH DE ANZA BOULEVARD
CUPERTINO, CALIFORNIA 95014
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (408) 973-7171
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 27, 1998, the Registrant, NetManage, Inc., a Delaware
corporation ("NetManage"), acquired FTP Software, Inc., a Massachusetts
corporation ("FTP"), through the merger of Amanda Acquisition Corp., a
Massachusetts corporation and a wholly-owned subsidiary of NetManage ("Merger
Sub"), with and into FTP (the "Merger"), which survived the Merger as a
wholly-owned subsidiary of NetManage, pursuant to the Agreement and Plan of
Reorganization dated as of June 15, 1998, as amended as of June 30 and July 14,
1998 (the "Reorganization Agreement"), among FTP, NetManage and Merger Sub.
Pursuant to the Merger, each outstanding share of the Common
Stock, par value $0.01 per share, of FTP ("FTP Common Stock") and each
associated right granted under the Rights Agreement dated as of December 1, 1995
between FTP and State Street Bank and Trust Company, as Rights Agent, as amended
as of November 7, 1996, February 27, 1998 and June 15, 1998, was converted into
the right to receive 0.72767 of a share of the Common Stock, par value $0.01 per
share, of NetManage ("NetManage Common Stock"). As a result, the 34,035,263
shares of FTP Common Stock outstanding immediately prior to the Merger
(excluding any dissenting shares) were converted into approximately 24,766,440
registered shares of NetManage Common Stock. In addition, options to acquire
approximately 5,587,528 shares of FTP Common Stock outstanding under FTP's stock
option plans for its employees and its non-employee directors were assumed by
NetManage and converted into options to purchase approximately 4,065,351 shares
of NetManage Common Stock. A Registration Statement on Form S-8 with respect to
the shares of NetManage Common Stock underlying such options was filed by
NetManage on August 31, 1998.
In addition, immediately following the Merger, NetManage began to
effect a reorganization plan for the combined company which is expected to be
completed by the end of 1998 and which is expected to result in a one time
pre-tax charge currently estimated to be in the range of $15 million to $17
million in the third quarter of 1998. The reorganization plan involves the
consolidation of certain sales and marketing and operations locations
and restructuring development activities, which is expected to result
in asset writedowns and a reduction in the combined company's worldwide
workforce involving approximately 200 employees in total.
The summary of the provisions of the Reorganization Agreement set
forth above is qualified in its entirety by reference to the Reorganization
Agreement, which is incorporated herein by reference to Annex A to the
Registration Statement on Form S-4 of NetManage (the "Form S-4") filed with the
Securities and Commission (the "Commission") on July 15, 1998. Certain
statements contained above, including the estimate of the amount of the one time
charge expected to be incurred in the third quarter of 1998, constitute
"forward-looking statements" and are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve risks and uncertainties, including further review of costs
associated with the Merger and the reorganization described above by NetManage's
management and independent public accountants, risks associated with the
integration of the operations of NetManage and FTP, including the effect of the
reorganization on the combined company's business, operations and financial
condition and performance and NetManage's ability to retain and attract
qualified employees, and other risks that could affect the combined company's
financial results, all as more particularly identified in the Form S-4.
ITEM 5. OTHER EVENTS.
On August 27, 1998, NetManage's Certificate of Incorporation was
amended to increase the total number of authorized shares of NetManage Common
Stock from 75,000,000 to 125,000,000.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS
NetManage will file the financial statements required by paragraph
(a) of Item 7 of Form 8-K promulgated by the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 60 days
of the date that this initial report on Form 8-K must be filed with the
Commission.
(b) PRO FORMA FINANCIAL INFORMATION
NetManage will file the pro forma financial information required by
paragraph (b) of Item 7 of Form 8-K promulgated by the Commission pursuant to
the Exchange Act within 60 days of the date that this initial report on Form 8-K
must be filed with the Commission.
(c) EXHIBITS
3 Form of Certificate of Amendment of Certificate of
Incorporation of NetManage (1)
10 Composite Agreement and Plan of Reorganization dated as of
June 15, 1998, as amended as of June 30 and July 14, 1998,
among FTP Software, Inc., NetManage, Inc. and Amanda
Acquisition Corp. (2)
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(1) Incorporated by reference to Exhibit 3.2 to NetManage's Registration
Statement on Form S-4, Registration No. 333-59101, filed with the
Commission on July 15, 1998 (the "Form S-4").
(2) Incorporated by reference to Annex A to the Form S-4.
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SIGNATURE
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.
NETMANAGE, INC.
Date: September 11, 1998 By: /s/ Gary R. Anderson
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Gary R. Anderson,
Chief Financial Officer and Senior Vice
President, Finance
