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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 10, 1998
FTP SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
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 August 10, 1998, FTP Software, Inc. (the "Company") announced that its
revenues for July 1998 were in excess of $3,122,000 and that it estimates that
its total July 1998 revenues will be between approximately $3.9 million and $4.3
million, as described in the Company's press release dated August 10, 1998, a
copy of which is filed as an exhibit hereto and incorporated herein by
reference, and that, as a result, there would be no adjustment to the Exchange
Ratio (as defined below) under 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"), assuming that the closing
of the Merger (as defined below) occurs before August 31, 1998, as currently
anticipated.
The Reorganization Agreement provides for the acquisition of the Company by
NetManage through a merger of Merger Sub into the Company (the "Merger"), which
will survive the Merger as a wholly-owned subsidiary of NetManage, and the
conversion of each outstanding share of the Common Stock, par value $0.01 per
share, of the Company ("Company Common Stock") into the right to receive,
subject to adjustment as described below, 0.72767 shares (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 1998 in excess of $2,450,000, if the Merger closes before
August 31, 1998, or (B) if the Merger closes on or after August 31, 1998, the
amount by which the Company's net revenues for July and August 1998 in excess of
$4,900,000, are less than $9,000,000. Given the Company's net revenues of
$8,328,000 for the second quarter of 1998 and the Company's net revenues for
July 1998 in excess of $3,122,000, there would be no adjustment to the Exchange
Ratio if the Merger closes before August 31, 1998. 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, but before
August 31, 1998. If the Merger closes on or after August 31, 1998, in order for
there to be no adjustment to the Exchange Ratio, the Company's net revenues for
July and August 1998 must exceed $5,572,000.
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, including the estimate of total July 1998 revenues and management's
expectations about the Merger, involve risks and uncertainties, including
further review of total July revenues by the Company's management and
independent public accountants, 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
Company's August 10, 1998 press release and the Form S-4.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
99 The Company's press release dated August 10, 1998.*
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* Filed herewith.
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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: August 10, 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
EXHIBIT NO. DESCRIPTION
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99 Press release of FTP Software, Inc. dated August 10, 1998*
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* Filed herewith.
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EXHIBIT 99
Contact: Jill LeBallister-Dudka
Manager of Investor Relations
FTP Software, Inc.
978-685-4000 x 6458
Internet: [email protected]
FTP SOFTWARE, INC. ANNOUNCES INTERIM REVENUES,
EXPECTS NO ADJUSTMENT TO EXCHANGE RATIO
NORTH ANDOVER, Mass, August 10, 1998--FTP Software, Inc. (Nasdaq: FTPS) today
announced that its revenues for July 1998 were in excess of $3,122,000, and that
it estimates that total July revenues will be between $3.9 million and $4.3
million. Because July revenues exceeded $3,122,000, there would be no adjustment
to the exchange ratio under the merger agreement with NetManage, Inc., assuming
that the closing of the merger occurs before August 31, 1998, as currently
anticipated.
As previously announced, the merger agreement with NetManage provides for
the acquisition of FTP Software by NetManage through the merger of a subsidiary
of NetManage into FTP Software, which will survive the merger as a wholly-owned
subsidiary of NetManage, and the conversion of each outstanding share of the
Common Stock of FTP Software into the right to receive 0.72767 shares (the
"Exchange Ratio") of the Common Stock of NetManage, subject to downward
adjustment if FTP Software does not meet certain financial tests. Under the
financial tests, given FTP Software's net revenues of $8,328,000 for the second
quarter of 1998 and its net revenues for July 1998 in excess of $3,122,000,
there would be no adjustment to the Exchange Ratio if the merger closes before
August 31, 1998, as currently expected. If the merger closes on or after August
31, 1998, in order for there to be no adjustment to the Exchange Ratio, FTP
Software's net revenues for July and August 1998 must exceed $5,572,000.
The merger is subject to, among other things, approval of the merger by FTP
Software's stockholders, approval by NetManage's stockholders of the issuance of
the shares of NetManage Common Stock in the merger and the absence of a material
adverse change with respect to each party, as described in more detail in
NetManage's Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on July 15, 1998.
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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 the estimate of total July 1998 revenues and management's
expectations about the proposed NetManage merger, involve risks and
uncertainties including: further review of total July revenues by the company's
management and independent public accountant; 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.
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FTP Software is a registered trademark of FTP Software, Inc. Other trade names,
trademarks or registered trademarks are the property of their respective
holders.
