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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 29, 1999
NETMANAGE, INC.
(Exact name of registrant as specified in its charter)
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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)
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Registrant's telephone number, including area code: (408) 973-7171
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On December 29, 1999, NetManage, Inc. (the "Company") completed its
acquisition of Wall Data Incorporated ("Wall Data"), a leader in the PC-to-IBM
connectivity market. The Company acquired a total of 10,203,344 shares of Wall
Data Common Stock for cash at a price per share of $9.00. The Company completed
the transaction in two stages. On November 26, 1999, as previously reported in
Amendment No. 3 to the Company's Schedule 14D-1 filed with the Commission on
November 30, 1999, the Company acquired approximately 89% of the outstanding
shares of Wall Data pursuant to a cash tender offer. The Company acquired the
remaining outstanding shares of Wall Data by means of a merger completed in
accordance with Washington law on December 29, 1999.
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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
2.1 "Agreement and Plan of Merger, dated as of October 20, 1999," to
the Company's Tender Offer Statement on Schedule 14D-1, dated October 27, 1999,
is incorporated herein by reference.
20.1 The Company's Information Statement pursuant to Rule 14(f), filed
December 8, 1999, is incorporated herein by reference.
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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: January 12, 2000
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INDEX TO EXHIBITS
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Exhibit
Number Description
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2.1 "Agreement and Plan of Merger, dated as of October 20, 1999," to the
Company's Tender Offer Statement on Schedule 14D-1, dated October 27,
1999, is incorporated herein by reference.
20.1 The Company's Information Statement pursuant to Rule 14(f), filed
December 8, 1999, is incorporated herein by reference.
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