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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 10, 1999
NETMANAGE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22158 77-0252226
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10725 NORTH DE ANZA BOULEVARD, CUPERTINO, CALIFORNIA 95014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 973-7171
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 10, 1999, NetManage, Inc. (the "Company") completed its
acquisition of Simware Inc. ("Simware"), a leading provider of e-commerce
solutions and web integration servers. The Company acquired a total of 7,503,372
shares of Simware Common Stock for cash at a price per share of $3.75. The
Company completed the transaction in two stages. On November 2, 1999, as
previously reported in the Company's Form 10-Q filed with the Commission on
November 15, 1999, the Company acquired approximately 91% of the outstanding
shares of Simware pursuant to a cash tender offer. The Company acquired the
remaining outstanding shares of Simware by means of a compulsory acquisition
completed in accordance with Canadian law on December 10, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) - (b) It is impracticable for the registrant to provide
the required financial statements for the business acquired at the time of
filing this report, but the registrant will file such required financial
statements, if required pursuant to this item and Rule 3-05(b) of Regulation
S-X, by amendment to this report as soon as practicable, but not later than
sixty days after this report was required to be filed initially.
(c) Exhibits
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2.1 Exhibit (c)(1), "Acquisition Agreement, dated as of
September 26, 1999," to the Company's Tender Offer
Statement on Schedule 14D-1, dated October 1, 1999,
is incorporated herein by reference.
20.1 Notice of Compulsory Acquisition, dated November 12,
1999.
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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.
/s/ ZVI ALON
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Zvi Alon, President and Chief Executive Officer
Date: December 22, 1999
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EXHIBIT 20.1
NETMANAGE BID CO.
NOTICE OF COMPULSORY ACQUISITION
TO: The holders of common shares of Simware Inc. (the "Corporation") who
did not accept the offer dated October 1, 1999 (the "Offer") by
NetManage Bid Co. (the "Offeror") to purchase all the outstanding
common shares of the Corporation.
AND TO: The Director appointed under section 260 of the Canada Business
Corporations Act (the "Act").
On October 1, 1999 the Offeror mailed to all holders of common shares
("Common Shares") of the Corporation an Offer to purchase all outstanding Common
Shares for U.S. $8.75 cash per share. The Offer expired at midnight (New York
city time) on October 29, 1999.
Holders of Common Shares holding more than 90% of the outstanding Common
Shares accepted the Offer (the "Accepting Offerees"). The Offeror has taken up
and paid for all Common Shares of the Accepting Offerees.
The Offeror intends to exercise its right under section 206 of the Act to
acquire Common Shares not purchased by it under the Offer.
Pursuant to paragraph 206(8)(c) of the Act, those holders of Common Shares
who have not accepted the Offer (the "Dissenting Offerees") are hereby required
to elect:
(a) to transfer their Common Shares to the Offeror for a purchase price of
U.S. $3.75 cash per Common Share and otherwise on the terms on which
the Offeror acquired the Common Shares of the Accepting Offerees; or
(b) to demand payment of the fair value of the Common Shares in accordance
with subsection 206(9) to 206(18) of the Act by notifying the Offeror
within 20 days after receipt of this notice.
Enclosed with this Notice of Compulsory Acquisition is an Election form,
which, if completed and returned to ChaseMellon Shareholder Services, L.L.C. at
one of the addresses set forth below, will constitute notice to the Offeror of
your election.
A Dissenting Offeree who does not notify the Offeror of his or her
election in accordance with paragraph (b) above within 20 days after receipt of
this notice will be deemed to have elected to transfer his or her Common Shares
to the Offeror on the same terms on which the Offeror acquired the Common
Shares from the Accepting Offerees.
Regardless of his or her election, a Dissenting Offeree is required by the
Act to send all certificates representing Common Shares to the Corporation
within 20 days after receipt of this notice.
The enclosed Election form indicating your election under paragraph (a) or
(b) above should be mailed or delivered to the Offeror and all certificates
representing Common shares of the Corporation, must be mailed or delivered to
the Corporation regardless of which alternative of (a) and (b) above you elect,
in each case in care of ChaseMellon Shareholder Services, L.L.C. at one of
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the addresses indicated below. Please ensure you include the enclosed form of
Letter of Transmittal duly completed with your share certificates.
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By Mail: By Overnight Courier:
ChaseMellon Shareholder Services, ChaseMellon Shareholder Services,
L.L.C L.L.C
Reorganization Department Reorganization Department
P.O. Box 3300 85 Challenger Road
South Hackensack, NJ 07606 Mail Stop - Reorg
Ridgefield Park, NJ 07660
In Person:
ChaseMellon Shareholder Services, L.L.C.
Reorganization Department
120 Broadway
13th Floor
New York, N.Y. 10271
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If certificates representing Common Shares are sent by mail, it is
recommended that you use registered mail. If the share certificates
representing your Common Shares have been lost or destroyed, you may contact
ChaseMellon Shareholder Services, L.L.C at one of the above addresses for
information on how to obtain replacement share certificates.
If you have any questions relating to this Notice of Compulsory
Acquisition or the attached Letter of Transmittal, you can contact ChaseMellon
Shareholder Services, L.L.C. at 1-800-777-8674 (if calling from the United
States) or at (801) 829-8450 (if calling from outside the United States).
DATED this 12th day of November, 1999.
NETMANAGE BID CO.
By: /s/ ZVI ALON
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Zvi Alon
Chief Executive Officer
