<PAGE>
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) April 5, 1999
-------------
ON Technology Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-26376 04-3162846
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Cambridge Center Cambridge, MA 02142
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 374-1400
---------------------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ON Technology Corporation
Item 5. Other events
Attached hereto are copies of the Registrant's press releases relating to
(a) the resignation of the Chief Financial Officer, John Bogdan, and the
appointment of an interim Chief Financial Officer, Stephen Wietrecki and, (b)
the Registrant alerting the U.S. Attorney as to possible misappropriation of
Company funds.
2
<PAGE>
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
----------------------------
Herman DeLatte
President and Chief Executive Officer
Dated: April 13, 1999
3
<PAGE>
Exhibit Index
Exhibit A
Copy of the Registrant's press release, dated August 5, 1999 relating to the
resignation of the Chief Financial Officer, John Bogdan, and the appointment of
Stephen Wietrecki as interim Chief Financial Officer.
Exhibit B
Copy of the Registrant's press release, dated April 8, 1999 relating to the
Registrant alerting the U.S. Attorney as to possible misappropriation of Company
funds.
4
<PAGE>
Exhibit A
CFO Steps Down at ON Technology Corporation
Cambridge, Mass., April 5/PRNewswire/ -- ON Technology Corporation (Nasdaq: ONTC
news) today announced that John Bogdan resigned as Chief Financial Officer and
Vice President of Finance for personal reasons.
Stephen Wietrecki, Director of Finance and Information Technologies has been
appointed the interim Chief Financial Officer and Vice President of Finance.
<PAGE>
Exhibit B
ON Technology Alerts U.S. Attorney to Possible Misappropriation
of Company Funds
Cambridge, MA April 8, 1999 -- Attorneys for ON Technology Corporation today
reported to the U.S. Attorney's office in Boston that an estimated $300,000 in
company funds have been misappropriated. The misappropriation was uncovered
during a routine financial review conducted by the company's director of
finance.
During the course of the internal investigation, the company's former chief
financial officer, John Bogdan, admitted to misappropriating company funds and
submitted his resignation. It is suspected that the misappropriation occurred
over the past 12 months. At this time, there is no reason to suspect that any
other employees, either current or former, were involved in the
misappropriation.
"We will fully cooperate with the investigation by the U.S. Attorney's office
and any other law enforcement agencies," said Herman Delatte, chief executive
officer of ON Technology. "Because of this ongoing investigation, we will not
comment on the exact nature of the misappropriation or the disposition of the
funds."
The company's outside legal counsel, Epstein, Becker & Green, has contracted
with the forensic audit practice of Ernst & Young to complete a formal
investigation.
Delatte emphasized that ON Technology is financially sound and that the
missing funds will have little impact on the company's financial statements or
its current cash position.
"This situation will not adversely affect the company's ability to conduct
business," said Delatte. "Our employees and management remain committed to
providing our customers with the highest quality products and service."
About ON Technology Corporation
ON Technology is a publicly traded company based in Cambridge, Massachusetts.
Founded in 1985, the company offers ON Command CCM, the leading desktop
management and continuous configuration solution for enterprise networks. ON
Command CCM provides immediate business value by lowering PC Total Cost of
Ownership (TCO), providing a high level of reliability and availability for
business critical desktops, and accelerating strategic technology initiatives.
Additional information concerning ON Technology Corporation can be found at
www.on.com.
