<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(a)
XCELLENET, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
98388R 10 6
(CUSIP Number)
ALBERT K. HOOVER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
STERLING COMMERCE, INC.
4600 LAKEHURST COURT
DUBLIN, OHIO 43016
(614) 793-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy To:
JAMES E. O'BANNON
JONES, DAY, REAVIS & POGUE
2300 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-3939
APRIL 16, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
(Continued on following pages)
Page 1 of 9 Pages
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- ----------------------- ---------------------
CUSIP NO. 98388R 10 6 13D Page 2 of 9 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterling Commerce, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,391,831
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,391,831
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
16.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
--------------------
The equity securities to which this statement relates are shares of Common
Stock, par value $.01 per share ("XcelleNet Common Stock"), of XcelleNet, Inc.,
a Georgia corporation (the "Company"). The Company's principal offices are
located at 5 Concourse Parkway, Suite 850, Atlanta, Georgia 30328.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This statement is filed by Sterling Commerce, Inc., a Delaware corporation
("Sterling Commerce"). Sterling Commerce develops, markets and supports
electronic commerce software products, and provides electronic commerce
services, that enable businesses to engage in business to business electronic
communications and transactions. Sterling Commerce's executive offices are
located at 300 Crescent Court, Suite 1200, Dallas, Texas 75201. Sterling
Commerce's administrative offices are located at 4600 Lakehurst Court, Dublin,
Ohio 43016.
Schedule I hereto, which is incorporated herein by this reference, sets
forth the name, the business address, the present principal occupation or
employment (and the name, principal business and address of any corporation or
other organization in which such employment is conducted) and the citizenship of
the directors and executive officers of Sterling Commerce.
Neither Sterling Commerce nor, to its knowledge, any of the persons
identified in Schedule I hereto has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Not applicable. See Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
On April 16, 1998, Sterling Commerce, Sterling Commerce (Southern), Inc., a
Delaware corporation and a wholly owned subsidiary of Sterling Commerce ("Merger
Sub"), and the Company entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which the Company will be merged with and into Merger
Sub (the "Merger") with Merger Sub as the surviving corporation and remaining a
wholly owned subsidiary of Sterling Commerce.
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each share of XcelleNet Common Stock issued and outstanding
immediately before the Effective Time (other than any shares held in the
treasury of the Company, by any of the Company's subsidiaries, or directly or
indirectly by Sterling Commerce, which shares will be canceled, and shares held
by shareholders of the Company, if any, who properly exercise their
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dissenter's rights under Georgia law) will be converted into the right to
receive $8.80 in cash and 0.2885 of a share of common stock, par value $.01 per
share, of Sterling Commerce, with the ratio of cash and shares to be adjusted,
if necessary, as provided in Section 2.1 of the Merger Agreement (the "Merger
Consideration").
The obligations of the parties to the Merger Agreement to consummate the
Merger are conditioned upon, among other things, (i) approval of the Merger
Agreement by the holders of a majority of the outstanding shares of XcelleNet
Common Stock, (ii) the waiting period pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, having expired or been
terminated, and (iii) the receipt of opinions of counsel by each of Sterling
Commerce and the Company to the effect that the Merger will be treated for
federal income tax purposes as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that
no gain or loss will be recognized by the shareholders of the Company upon their
exchange of shares for the Merger Consideration under Section 354 of the Code
(except to the extent that such shareholders receive cash for their shares).
As a condition to its willingness to enter into the Merger Agreement,
Sterling Commerce required that, concurrently with the execution and delivery of
the Merger Agreement, each of Dennis M. Crumpler (the Chairman and Chief
Executive Officer of the Company), Maleah Crumpler and The Crumpler Investment
Limited Partnership (collectively, the "Crumpler Shareholders") enter into an
agreement (the "Shareholder Agreement") with Sterling Commerce, pursuant to
which, among other things, the Crumpler Shareholders have agreed to vote their
shares of XcelleNet Common Stock in favor of the Merger Agreement. The Crumpler
Shareholders held in the aggregate approximately 16.6 % of the outstanding
shares of XcelleNet Common Stock as of the date of the Merger Agreement.
Sterling Commerce's principal purpose in entering into the Merger Agreement
is to acquire the Company by merger. Sterling Commerce's principal purpose in
entering into the Shareholder Agreement is to enhance the likelihood that the
Merger will be consummated. Upon consummation of the Merger, the Company will be
merged with and into Merger Sub and will cease to exist.
The foregoing response to this Item 4 is qualified in its entirety by
reference to the Merger Agreement and the Shareholder Agreement, copies of which
are filed as Exhibits 1 and 2, respectively, hereto and incorporated herein by
this reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
The responses to Items 4 and 6 are incorporated herein by this reference.
Based on the representations and covenants of the Crumpler Shareholders
made in the Shareholder Agreement, the Crumpler Shareholders, in the aggregate,
are entitled to vote and to dispose of a total of 1,391,831 shares of XcelleNet
Common Stock. Accordingly, the Crumpler Shareholders, in the aggregate, may be
deemed to beneficially own 1,391,831 shares of XcelleNet Common Stock, or
approximately 16.6% of the shares of XcelleNet Common Stock outstanding as of
the date of the Merger Agreement. As a result of the Shareholder Agreement,
Sterling
4
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Commerce may be deemed to have shared voting power with respect to all
1,391,831 shares of XcelleNet Common Stock beneficially owned by the Crumpler
Shareholders.
On the dates indicated below, Sterling Commerce sold shares of XcelleNet
Common Stock. All such sales were effected in open market transactions. Except
as described below, Sterling Commerce has not effected transactions in shares of
XcelleNet Common Stock during the preceding 60 days.
<TABLE>
<CAPTION>
Date of Sale Number of Shares Sold Sale Price Per Share
------------ --------------------- --------------------
<S> <C> <C>
3/10/98 20,000 $20.5625
3/17/98 10,000 $20.0000
3/18/98 10,000 $20.0000
3/20/98 60,000 $20.5000
</TABLE>
None of the persons identified on Schedule I hereto have effected
transactions in shares of XcelleNet Common Stock during the preceding 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
------------------------------------------------------------------------
SECURITIES OF THE ISSUER.
------------------------
The responses to Items 4 and 5 are incorporated herein by this reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit 1. Agreement and Plan of Merger, dated as of April 16, 1998, by
and among Sterling Commerce, Inc., Sterling Commerce
(Southern), Inc. and XcelleNet, Inc. (incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K
dated April 16, 1998 of Sterling Commerce, Inc. (Commission
File No. 1-14196))
Exhibit 2. Shareholder Agreement, dated as of April 16, 1998, by and
among Sterling Commerce, Inc. and certain shareholders of
XcelleNet, Inc. (incorporated by reference to Exhibit 99.1
to the Current Report on Form 8-K dated April 16, 1998 of
Sterling Commerce, Inc. (Commission File No. 1-14196))
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SIGNATURES
After reasonable inquiry, and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: April 24, 1998 STERLING COMMERCE, INC.
By: /s/ Albert K. Hoover
-----------------------------------------
Albert K. Hoover
Senior Vice President and General Counsel
6
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EXHIBIT INDEX
Exhibit No.
- -----------
1. Agreement and Plan of Merger, dated as of April 16, 1998, by and among
Sterling Commerce, Inc., Sterling Commerce (Southern), Inc. and
XcelleNet, Inc. (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K dated April 16, 1998 of Sterling Commerce, Inc.
(Commission File No. 1-14196))
2. Shareholder Agreement, dated as of April 16, 1998, by and among Sterling
Commerce, Inc. and certain shareholders of XcelleNet, Inc. (incorporated
by reference to Exhibit 99.1 to the Current Report on Form 8-K dated
April 16, 1998 of Sterling Commerce, Inc. (Commission File No. 1-14196))
7
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SCHEDULE I
Information with Respect to
Directors and Executive Officers of Sterling Commerce
-----------------------------------------------------
Each of the individuals listed below is a United States citizen, except for
Ms. Honor R. Hill who is a Canadian citizen. Unless otherwise indicated, the
business address of each such individual is 4600 Lakehurst Court, Dublin, Ohio
43016. The address of the corporation or organization (if other than Sterling
Commerce), if any, in which the principal occupation or employment of each such
individual is conducted is set forth opposite such individual's name below.
<TABLE>
<CAPTION>
TITLE WITH PRESENT PRINCIPAL
NAME STERLING COMMERCE, INC. OCCUPATION OR EMPLOYMENT
- ---------------------- ------------------------------- ----------------------------------------------
<S> <C> <C>
Warner C. Blow President, Chief Executive President and Chief Executive Officer of
Officer and Director Sterling Commerce, Inc.
Robert E. Cook Director Investor for his own accounts; Officer of
Pitchfork
Development, Inc.
572 Park Avenue, Second Floor,
Park City, Utah, 84060
Honor R. Hill Director Christian Science practitioner and lecturer
6422 Forest Creek Drive
Dallas, Texas 75230
Albert K. Hoover Senior Vice President and Senior Vice President and General Counsel
General Counsel of Sterling Commerce, Inc.
Jeannette P. Meier Executive Vice President and Executive Vice President and Secretary of
Secretary Sterling Commerce, Inc. and Executive Vice
President and Secretary of Sterling
Software, Inc.
300 Crescent Court, Suite 1200,
Dallas, Texas, 75201-7853
Paul L. H. Olson Executive Vice President and Executive Vice President of Sterling
President of Sterling Commerce, Inc. and President of Sterling
Commerce's Commerce Commerce's Commerce Services Group
Services Group
Stephen R. Perkins Executive Vice President and Executive Vice President of Sterling
President of Sterling Commerce, Inc. and President of Sterling
Commerce's Communications Commerce's Communications Software
Software Group Group
J. Brad Sharp Executive Vice President and Executive Vice President of Sterling
President of Sterling Commerce, Inc. and President of Sterling
Commerce's Interchange Commerce's Interchange Software Group
Software Group
</TABLE>
8
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<TABLE>
<CAPTION>
TITLE WITH PRESENT PRINCIPAL
NAME STERLING COMMERCE, INC. OCCUPATION OR EMPLOYMENT
- ---------------------- ------------------------------- ----------------------------------------------
<S> <C> <C>
Steven P. Shiflet Senior Vice President and Senior Vice President and Chief Financial
Chief Officer of Sterling Commerce, Inc.
Financial Officer
Sterling L. Williams Chairman Chairman of Sterling Commerce, Inc. and
President and Chief Executive Officer of
Sterling Software, Inc.
300 Crescent Court, Suite 1200,
Dallas, Texas, 75201-7853
Charles J. Wyly, Jr. Director Vice Chairman of Sterling Software, Inc. and
Vice Chairman of Michaels Stores, Inc.
300 Crescent Court, Suite 1000
Dallas, Texas 75201-7853
Evan A. Wyly Director Managing Partner of Maverick Capital, Ltd.,
Vice President of Sterling Software, Inc. and
Vice President of Michaels Stores, Inc.
300 Crescent Court, Suite 1000
Dallas, Texas 75201-7853
Sam Wyly Director Chairman of Sterling Software, Inc.,
Chairman of Michaels Stores, Inc. and
Partner of Maverick Capital, Ltd.
300 Crescent Court, Suite 1000
Dallas, Texas 75201-7853
</TABLE>
9
