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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 29, 1997
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ON Technology Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-26376 04-3162846
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Cambridge Center Cambridge, MA 02142
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 374-1400
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N/A
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(Former name or former address, if changed since last report.)
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ON TECHNOLOGY CORPORATION
Item 5. Other events
Attached hereto is a copy of the Registrant's press release relating
to (a) the Registrant's seeking shareholder approval to sell certain assets,
(b) the Registrant's recording of a charge for the reorganization of its
international organization and (c) the reduction of a restructuring charge
previously reported by the Registrant.
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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.
ON Technology Corporation
By: /s/ Herman DeLatte
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Herman DeLatte
President and Chief Executive Officer
Dated: November 10, 1997
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Exhibit Index
Copy of the Registrant's press release relating to (a) the Registrant's seeking
shareholder approval to sell certain assets, (b) the Registrant's recording of
a charge for the reorganization of its international organization and (c) the
reduction of a restructuring charge previously reported by the Registrant.
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CAMBRIDGE, Mass., Oct. 29 /PRNewswire/ -- ON Technology (Nasdaq: ONTC)
announced today that it would seek shareholder approval to sell the assets of
its Network Management and Network Security Business along with the related
marketing systems and organization to Elron Software Inc., a wholly owned
subsidiary of Elron Electronic Industries (Nasdaq: ELRNF) for $12 million in
cash plus an additional payment based on the financial performance of the
product lines.
Assets to be sold under the definitive agreement signed today include ON Guard
Firewall, ON Guard Internet Manager, ON's SofTrack Marketing License, and the
Editors' Choice Network Management Catalog. The businesses that Elron is buying
will become the Network Management Division of Elron Software Inc.
In July ON had announced that it would de-emphasize new customer marketing of
these and other products in order to focus management resource and cash flow on
its Comprehensive Client Management business. ON will use the proceeds of the
sale to fund the growth of that product line.
Approximately 100 employees will move from ON to Elron as part of the
transaction. Pending shareholder approval Elron will manage the product lines
under a Management Agreement with ON Technology. Shareholder approval is
expected in the first quarter of 1998.
Concurrent with the announcement of the pending sale, ON announced that it will
refocus its international sales organization to concentrate on the Client
Management business. Worldwide staff reduction will be approximately 50 people.
For Q4, ON expects to report a one-time gain on the sale of assets of $6.4 to
$6.6 million and take a one-time charge of $6.2 to $6.6 million for the
international reorganization. ON also announced that the previously reported
restructuring charge associated with the strategic reorganization announced in
July would be reduced by $1.8 million to reflect the value of the assets sold to
Elron.
Any statements in this press release that may be considered forward- looking
statements are subject to risks and uncertainties that could cause actual
results to differ materially. Actual results may differ from such forward-
looking statements due to the risk factors discussed in the periodic reports
filed by the Company with the Securities and Exchange Commission which the
Company urges investors to consider.
