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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): JUNE 16, 1997
FTP SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-22466 04-2906463
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 BRICKSTONE SQUARE, FIFTH FLOOR
ANDOVER, MASSACHUSETTS 01810
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 685-4000
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 16, 1997, FTP Software, Inc. (the "Company") announced its
intention to realign its business into three strategic business units, the
Agent/Directory Management Business Unit, the VIP Network(TM) Applications
Business Unit and the IP Technology Business Unit, together with related
information, as more particularly described in the Company's press release dated
June 16, 1997, a copy of which is filed as an exhibit to this Report and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Company's press release dated June 16, 1997, filed as Exhibit 1 to this
Report.
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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.
FTP SOFTWARE, INC.
Date: June 20, 1997 By: /s/ Douglas F. Flood
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Douglas F. Flood
Senior Vice President
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EXHIBIT INDEX
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EXHIBIT NO. TITLE
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1 Press release by FTP Software, Inc. dated June 16, 1997
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EXHIBIT 1
Contact: Cheryl L. K. Boland Jill LeBallister Dudka
Manager of Investor Relations Manager of Public Relations
FTP Software, Inc. FTP Software, Inc.
508-685-4000 ext 6955 508-685-4000 ext 6458
Internet: [email protected] Internet: [email protected]
FTP SOFTWARE ANNOUNCES PLANS
TO FORM STRATEGIC BUSINESS UNITS
ANDOVER, MASS, JUNE 16, 1997 -- FTP Software, Inc. (Nasdaq: FTPS) today
announced its intention to realign its business into three strategic business
units. These business units will more aggressively address specific
opportunities which the company has identified as three distinct and different
businesses that recognize differing technologies and address varying levels of
market maturity.
FTP Software's planned business units will create within the company a
sharper focus on customer requirements and needs and on product development
priorities, positioning FTP Software to deliver an improved level of value to
its shareholders and customers. The strategic business units will be:
- the Agent/Directory Management Business Unit,
- the VIP Network(TM) Applications Business Unit, and
- the IP Technology Business Unit (see overview below).
At this time, the company expects that these business units will be supported by
the FTP Software worldwide sales organization. The company expects that business
unit operating plans and organization structures will be in place within 60
days.
In announcing the company's intention to form these business units, FTP
Software Chairman and Chief Executive Officer Glenn C. Hazard commented, "As we
anticipated several months ago, the marketplace is moving rapidly to a virtual
Internet Protocol environment, driven by customer appetite matched with
aggressive market entry by competitive solutions providers. We believe that FTP
Software's success in this market significantly depends on our ability and
commitment to focus with laser-like precision on those areas within our
technology that provide the most benefit to our customers in building their
network solutions."
- more -
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FTP Software Announces Business Units, Page 2/3
Mr. Hazard continued, "We expect that the formation of these three business
units will help create an internal environment marked by clearer focus and an
ability to execute with greater speed and accuracy in delivering products and
solutions. Through the business unit structure, we will create appropriate
business models and expectations, and clear opportunities for partnerships and
strategic alliances. Our new structure is an important step in bringing our
company in line with today's market dynamics and to address the company's
disappointing current performance."
The company also announced that in light of continued weakness in revenue
it expects that its financial results for the quarter ending June 30, 1997 will
fall substantially below the company's internal goals for the quarter, and that
the company's performance is not tracking to its previously announced internal
goal for revenue growth for 1997.
Mr. Hazard named his appointments to lead the three business units. Mr.
Mordecai (Mo) Rosen will serve as acting President of the Agent/Directory
Management Business Unit, reporting directly to Mr. Hazard. Mr. Rosen joined FTP
Software in 1997 and served as Vice President, Corporate Development until this
appointment. Mr. Dennis Leibl will join FTP Software as President of the VIP
Network Applications Business Unit, reporting directly to Mr. Hazard. Before
joining FTP Software, Mr. Leibl was at Vignette, where he was Vice President of
Sales, Service and Support. Mr. Hazard also appointed Mr. John Kimberley as
acting President of the IP Technology Business Unit. Mr. Kimberley joined the
company in 1996 with the acquisition of Firefox.
BUSINESS UNIT OVERVIEW
FTP Software's three planned business units are as follows:
- THE AGENT/DIRECTORY MANAGEMENT BUSINESS UNIT will bring to market next
generation network administration and management applications based on
FTP Software's leading-edge Java agent and directory technologies. The
availability of FTP Software's first two agent applications, IP
Auditor and IP Distributor, were announced in early May.
- THE VIP NETWORK APPLICATIONS BUSINESS UNIT will focus on providing
desktop and web-based network applications solutions including its
award winning 32-bit Network Access Suite applications along with its
OnNet(R) family of products. The unit also plans to introduce network
application products which will address the thin client and network
computing marketplace over the next twelve months.
-more-
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FTP Software Announces Business Units, Page 3/3
- THE IP TECHNOLOGY BUSINESS UNIT will provide to its customers the
company's historic set of client and server gateway technologies and
product solutions, as well as other IP technology components.
The company noted that the above forward-looking statements are
subject to change, based on various important factors, including, without
limitation, continuing changes in the market and competition, as well as the
degree of FTP Software's success in marketing its new vision and developing and
distributing its products. Additional information on potential factors that
could affect the company's financial results is included in the company's annual
report on Form 10-K and other documents filed with the Securities and Exchange
Commission.
ABOUT FTP SOFTWARE, INC.
FTP Software, Inc. provides manageable and secure infrastructure software
products, along with essential applications and services, that allow customers
to create VIP Networks. Based on the premise that organizations manage people
and their access privileges, the VIP Network enables customers to extend their
network beyond traditional boundaries in a secure and manageable manner to
encompass employees or associates anywhere, and to build enterprises to enable
electronic commerce and virtual workgroups. FTP Software and its subsidiaries
have a combined 17 years of leadership in developing and integrating business
applications over TCP/IP networks. FTP Software may be contacted at (508)
685-3300 or at http://www.ftp.com.
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FTP Software and OnNet are registered trademarks and VIP Network is a trademark
of FTP Software, Inc. Other trademarks, trade names, and registered trademarks
are the property of their respective holders.
