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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): JULY 23, 1998
FTP SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
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MASSACHUSETTS 0-22466 04-2906463
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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2 HIGH STREET
NORTH ANDOVER, MASSACHUSETTS 01845
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (978) 685-4000
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ITEM 5. OTHER EVENTS
On July 23, 1998, FTP Software, Inc. (the "Company") announced its results
of operations for the second quarter of 1998, including revenues of
approximately $8,328,000, as more particularly described in the Company's press
release dated July 23, 1998, copy of which is filed as an exhibit hereto and
incorporated herein by reference. The Agreement and Plan of Reorganization dated
as of June 15, 1998, as amended (the "Reorganization Agreement"), among the
Company, NetManage, Inc. ("NetManage") and Amanda Acquisition Corp., a
wholly-owned subsidiary of NetManage ("Merger Sub"), provides for the
acquisition of the Company by NetManage through a merger of the Company with
Merger Sub (the "Merger") whereby each outstanding share of the Common Stock,
par value $0.01 per share, of the Company ("Company Common Stock") will be
converted into the right to receive, subject to adjustment as described below,
0.72767 of a share (the "Exchange Ratio") of the Common Stock, par value $0.01
per share, of NetManage ("NetManage Common Stock"), subject to the conditions
set forth in the Reorganization Agreement.
The Exchange Ratio may be adjusted downward if the Company's net revenues
for the second quarter of 1998 plus (A) the amount by which the Company's net
revenues for July and August 1998 in excess of $4,900,000, if the Merger closes
on or after August 31, 1998, or (B) if the Merger closes before August 31, 1998,
the amount by which the Company's net revenues for July 1998 in excess of
$2,450,000, are less than $9,000,000. Given the Company's revenues of $8,328,000
for the second quarter of 1998, in order for there to be no adjustment to the
Exchange Ratio, the Company's net revenues for July 1998 must exceed $3,122,000,
if the Merger closes before August 31, 1998; if the Merger closes on or after
August 31, 1998, the Company's net revenues for July and August 1998 must exceed
$5,527,000. The Merger is conditioned on, among other things, approval of the
Merger by the Company's stockholders and approval by NetManage's stockholders of
the issuance of the shares of NetManage Common Stock in the Merger. The special
meetings of the stockholders of the Company and NetManage have been scheduled
for August 26, 1998; the Company expects that the Merger will close on or
shortly after that date.
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 filed with the Securities and Commission on
July 15, 1998 (the "Form S-4"). Certain statements contained above 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 the risk that the
conditions to the Merger may not be satisfied and other risks associated with
the Merger or that could affect the Company's financial results, all as more
particularly identified in the Form S-4.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
99 The Company's press release dated July 23, 1998.*
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* Filed herewith.
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SIGNATURE
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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: July 24, 1998 By: /s/ James A. Tholen
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James A. Tholen,
Senior Vice President, Chief Operating
Officer and Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99 Press release of FTP Software, Inc. dated July 23, 1998*
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* Filed herewith.
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Contact: Jill LeBallister-Dudka
Manager of Investor Relations
FTP Software, Inc.
978-685-4000 x 6458
Internet: [email protected]
FTP SOFTWARE, INC. REPORTS SECOND QUARTER AND HALF YEAR RESULTS
NORTH ANDOVER, MASS, JULY 23, 1998--FTP Software, Inc. (Nasdaq: FTPS) today
announced its results for the second quarter and the six months ended June 30,
1998. Revenues from operations for the second quarter were $8.3 million,
compared to revenues from continuing operations of $17.7 million for the same
period in 1997. The net loss for the second quarter of 1998 was $5.8 million, or
$0.17 per share, compared to a net loss from continuing operations of $14.4
million, or $0.43 per share, for the same period in 1997.
For the six months ended June 30, 1998, revenues from operations were $19.3
million, compared to revenues from continuing operations of $39.1 million for
the same period of 1997. The net loss for the six months ended June 30, 1998 was
$9.6 million, or $0.28 per share, compared to a net loss from continuing
operations of $25.5 million, or $0.75 per share, for the same period of 1997.
"Although we did not meet our second quarter revenue goal, we have
significantly reduced the losses from a year ago. In addition, we were pleased
with some key customer wins during the quarter while we continued to deliver on
our product roadmap with the releases of the company's OnNet(R) Host, OnNet Host
Suite and InterDrive(R) products for Microsoft's multi-user operating system,
Windows Terminal Server; and released year 2000 compliant versions of our
OnNet16 product family," stated Glenn Hazard, chairman and CEO of FTP Software.
"We believe these successes provide momentum as we anticipate the announced
merger with NetManage. To that end, we and our colleagues at NetManage have
embarked on an active program of planning for the post-merger integration to
position us to exploit the strengths of both organizations."
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FTP Software, Inc. Reports Second Quarter Results, page 2/4
From time to time management of the company has made, and may in the future
make, forward-looking statements, based on management's then-current
expectations, including statements made in Securities and Exchange Commission
filings, in this and other press releases and oral statements. These
forward-looking statements are made pursuant to the safe harbor provision of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements, including management's expectations about the proposed NetManage
merger, involve risks and uncertainties including: satisfaction of the
conditions to the merger; continuing changes in the market and competition; the
inherent uncertainty of market, customer and employee acceptance of the extent
of the company's progress in, and the ability of the company to hire and retain
skilled employees in, a turnaround situation; and the company's success in
marketing its product strategy and distributing its products in a highly
competitive market; and actual results could differ materially from those set
forth in the forward-looking statements for a variety of reasons. Additional
information on these and other risk factors that could affect the merger or the
company's financial results is included in NetManage's Registration Statement on
Form S-4 filed with the Securities and Exchange Commission on July 15, 1998 and
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 high-performance connectivity software with
unique, centralized management capabilities that simplify host access for users
of all abilities, protect sensitive corporate information, and reduce the cost
of software deployment and administration. FTP Software is a market leader in
network applications suites with over 10 million installations at Fortune 1000
businesses and government agencies worldwide. FTP Software may be contacted at
(978) 685-4000 or www.ftpsoftware.com.
###
FTP Software, OnNet and InterDrive are registered trademarks of FTP Software,
Inc. Other trade names, trademarks or registered trademarks are the property of
their respective holders.
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FTP SOFTWARE, INC.
SELECTED BALANCE SHEET DATA
(IN THOUSANDS, UNAUDITED)
JUNE 30, 1998 DECEMBER 31, 1997
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Assets:
Cash and marketable securities $63,886 $71,570
Accounts receivable, net $ 4,611 $ 8,282
Working capital $41,826 $43,874
Total assets $82,951 $97,475
Total liabilities $17,031 $21,956
Total stockholders' equity $65,920 $75,519
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FTP SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)
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THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1998 1997 1998 1997
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Revenue:
Product revenue $ 5,434 $ 13,073 $ 13,133 $ 29,899
Service revenue 2,894 4,673 6,123 9,202
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Total revenue 8,328 17,746 19,256 39,101
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Cost of revenue:
Product cost 1,164 3,964 2,344 6,953
Service cost 1,452 2,924 2,817 5,818
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Total cost of revenue 2,616 6,888 5,161 12,771
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Gross margin 5,712 10,858 14,095 26,330
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Operating expenses:
Sales and marketing 6,571 13,115 12,731 27,396
Product development 3,517 8,375 7,126 16,230
General and administrative 2,461 4,612 5,802 8,947
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Total operating expenses 12,549 26,102 25,659 52,573
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Loss from operations (6,837) (15,244) (11,564) (26,243)
Investment income 1,068 1,150 2,078 1,785
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Loss from operations before income taxes (5,769) (14,094) (9,486) (24,458)
Provision for income taxes 50 342 150 992
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Net loss (5,819) (14,436) (9,636) (25,450)
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Basic and diluted net loss per share $ (0.17) $ (0.43) $ (0.28) $ (0.75)
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Weighted average number of basic and diluted common
and common equivalent shares outstanding 33,974 33,842 33,974 33,775
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