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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
August 31, 1998 (Date of earliest event reported)
Commission file number: 000-24277
SQL FINANCIALS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 58-1972600
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3950 Johns Creek Court, Suite 100
Suwanee, Georgia 30024
(Address of principal executive offices)
(Zip code)
(770) 291-3900
(Registrant's telephone number, including area code)
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Item 5. Other Events
On August 31, 1998, Clarus Corporation (the "Company") issued a press
release announcing that it had entered into an Agreement and Plan of
Reorganization with Clarus CSA, Inc., a wholly owned subsidiary of the Company,
and Elekom Corporation ("Elekom") pursuant to which Elekom will be merged with
and into Clarus CSA, Inc. (the "Merger"). The Merger is expected to close in
the fourth quarter and is subject to certain terms and conditions.
EXHIBIT INDEX
Exhibit 99.1 Press release dated August 31, 1998
[text of release]
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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, thereunto duly authorized.
SQL Financials International, Inc.
By: /s/ William A. Fielder III
-------------------------------------
William A. Fielder III
Chief Financial Officer
Date: September 4, 1998
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EXHIBIT 99.1
[Logo of Clarus Appears Here]
FOR IMMEDIATE RELEASE
CONTACT:
William A. Fielder, III Julie K. Smith
Chief Financial Officer Director Marketing Communications
Clarus Corporation Clarus Corporation
[email protected] [email protected]
770-291-4956 770-291-8504
CLARUS CORPORATION TO ACQUIRE ELEKOM,
POISED FOR MARKET LEADER POSITION
- -- Clarus Corporation to acquire No. 2 provider of Web-based e-commerce
procurement --
- -- Clarus makes strategic move to add integrated corporate service applications
to its backoffice Financial and Human Resource suites --
ATLANTA, August 31, 1998 -- Clarus Corporation (Nasdaq:CLRS, effective September
2, 1998), formerly SQL Financials International, Inc. (Nasdaq:SQLF), announced
today that it has entered into an agreement to acquire ELEKOM Corporation, the
No. 2 provider of electronic commerce procurement software. This pending
acquisition is a strategic move to further position the company to deliver
integrated corporate service applications with its Financial and Human Resource
suites.
The planned acquisition establishes Clarus(TM) as a leader in the burgeoning
Business-to-Business Web Commerce Application -- Buy-Side market. GartnerGroup
estimates this market will reach approximately $1.3 billion by 2002. Upon the
completion of the acquisition, Clarus is positioned to take leadership in the
Atlanta Headquarters
3950 Johns Creek Court
Suwanee, GA 30024
Tel: 770-291-3000
Fax: 770-291-3999
-More-
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Page/2 Clarus Corporation to Acquire ELEKOM, Poised for Market Leader Position
electronic procurement (e-procurement) market with customers including
MasterCard, First Data Corporation, Investment Technology Group, and HD Vest.
The acquisition, expected to close in the fourth quarter of 1998, is subject to
certain conditions. The consideration for the planned acquisition is
approximately 1.35 million shares of the company's common stock and $8.0 million
in cash.
"Electronic procurement is an important cornerstone of our strategy to provide a
total solution, comprised of integrated backoffice and corporate service
applications," said Steve Jeffery, CEO and president of Clarus Corporation.
"ELEKOM is a pioneer in electronic commerce software and shares the Clarus
vision to provide world-class applications with a breakthrough in time."
"ELEKOM offers the most powerful solution for e-procurement on a Web-based,
Microsoft/NT platform available today," added Jeffery. "We believe no other
company matches Clarus' capability to deliver a complete backoffice financial
and HRMS solution integrated with a leading e-procurement offering."
ELEKOM's competitors, much like the traditional Clarus competitors, have built
high-cost solutions that are targeted at the Fortune 500. The integrated Clarus
solution, however, will continue to take its leading-edge approach by focusing
on time- and resource-efficient offerings for mid- to large-size companies.
"Rarely do you find a match in which corporate cultures and vision result in
such strong synergies," said Norman Behar, ELEKOM's CEO and president. "Clarus
will enable us to expand our scope beyond procurement to deliver a full suite of
corporate service applications. We're confident our customers, partners and
employees will all benefit from this strategic move."
-More-
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Page/3 Clarus Corporation to Acquire ELEKOM, Poised for Market Leader Position
By extending the value of backoffice applications to frontline employees, the
Clarus Corporate Service Applications are designed to reduce an organization's
administrative costs, improve employee service levels, and free backoffice
professionals to focus on more strategic activities. Clarus sets a new standard
in robust, full-function applications that can be tailored for both backoffice
and frontline users' needs. As with all Clarus solutions, its Corporate Service
Applications provide a literal breakthrough in time and resources as compared to
competitive solutions. The breakthrough particularly pertains to the time
required to implement, maintain and upgrade and the resulting cost of ownership
benefits.
The company's headquarters will continue to be located in Atlanta, Ga. ELEKOM's
existing operations will remain in Bellevue, Wash. and will focus on continued
development and marketing of Clarus' Corporate Service Applications. Norman
Behar, ELEKOM's president and CEO, will become executive vice president for
Corporate Service Applications. Todd Ostrander, founder and vice president of
ELEKOM, will serve as vice president of product strategy for Corporate Service
Applications.
Atlanta-based Clarus Corporation www.claruscorp.com (Nasdaq:CLRS, effective
September 2, 1998), formerly SQL Financials International, Inc. (Nasdaq:SQLF),
is a provider of Clarus, a comprehensive suite of world-class backoffice and
corporate service applications designed specifically for mid- to large-sized
companies. Clarus consists of financial and human resource application suites,
and integrated, Web-based corporate service applications. Founded in 1991, the
company's applications create high lifetime value by delivering sophisticated
functionality while substantially reducing the time required for implementation,
maintenance and upgrades. Clarus serves such customers as First Data
Corporation, NOVA Information Systems, Inc., T. Rowe Price Associates, Inc.,
Toronto Dominion Bank, The Container Store, Shaw Industries, Inc., Jiffy Lube
International, Inc., Lands' End, Inc., Amtrak and Chartwell Re Holdings Corp.
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Page/4 Clarus Corporation to Acquire ELEKOM, Poised for Market Leader Position
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE EXCHANGE ACT.
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-
LOOKING STATEMENTS AS A RESULT OF CERTAIN RISKS INCLUDING THAT THE BENEFITS
EXPECTED BY THE COMPANY AS A RESULT OF THIS ACQUISITION MAY NOT OCCUR.
Clarus is a trademark of SQL Financials International, Inc. Throughout this
release, software and hardware products are mentioned by name. In most, if not
all, cases, these product names are claimed as trademarks by the companies that
manufacture the products. It is not our intention to claim these names or
trademarks as our own.
NOTES TO EDITORS:
1. A related news release was also issued today -- SQL Financials Changes Name
to Clarus Corporation.
