<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): July 19, 1999
Open Market, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-28436 04-3214536
- ------------------------- --------------------------------
(Commission File Number) (IRS Employer Identification No.)
One Wayside Road, Burlington, Massachusetts 01803
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(781) 359-3000
- --------------------------------------------------------------------------------
Registrant's Telephone Number, including Area Code
Not applicable
- --------------------------------------------------------------------------------
ITEM 5. OTHER EVENTS
On July 14, 1999 Open Market, Inc. announced its plans to acquire
FutureTense, Inc. pursuant to an Agreement and Plan of Merger entered into on
July 14, 1999. See the press release attached hereto as Exhibit 99.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: July 19, 1999 OPEN MARKET, INC.
By: /s/ Betty Savage
--------------------------------
Betty Savage
Vice President and
Chief Financial Officer
2
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Exhibit
- ----------- -------
Exhibit 99 Press Release dated July 14, 1999
<PAGE>
OPEN MARKET ANNOUNCES AGREEMENT TO
ACQUIRE FUTURETENSE
COMBINATION OF INTERNET CONTENT AND COMMERCE LEADERS SPEEDS DEPLOYMENT OF
POWERFUL E-BUSINESS SOLUTIONS
BURLINGTON, Mass., July 14/PRNewswire/ -- Open Market, Inc. (Nasdaq: OMKT -
----
news), the market share leader in Internet commerce software, announced today
- ----
that it entered into a definitive agreement to acquire FutureTense(R), Inc., a
leading provider of Internet content management software.
Under the terms of the agreement, Open Market expects to issue approximately
7,226,000 shares of its common stock to the holders of outstanding FutureTense
stock. In addition, Open Market will assume options to acquire FutureTense stock
which will convert into options to acquire approximately 1,118,000 shares of
Open Market common stock. A portion of these options will be exercisable
immediately upon the closing of the transaction. As of the close of trading
yesterday, these shares had an aggregate market value of approximately $125
million. The companies expect that the transaction will be accounted for as a
pooling of interests. The transaction is subject to shareholder approval and is
expected to close in Q4 1999.
"Open Market and FutureTense have a common vision for the future of e-business,"
said Gary Eichhorn, president and CEO of Open Market. "To be successful
building profitable e-business sites, our customers need world-class content
management and commerce management systems that are integrated into a
comprehensive solution. They are also demanding solutions built on open,
extensible architectures. This combination of our two companies and
technologies will enable us to meet this demand."
"We're very excited about merging with Open Market," said Ron Matros,
FutureTense president and CEO. "Open Market pioneered Internet commerce, and
has built a commanding position with superior technology and strong management.
Our customers have been asking us for a solution that integrates our products
with commerce management. Combining our people and technology with Open Market
is a real win for us and for both companies' customers. Together we are looking
forward to delivering on our vision of a complete end-to-end e-business
solution."
Open Market believes that the combination of its products and those from
FutureTense will provide customers with the potential to:
. Deploy e-business solutions more quickly and reduce the cost of vendor
selection, integration and ongoing support,
<PAGE>
. Create e-business Web sites with increased revenue potential because
integrating content and commerce management helps maximize the value
of on-line customer relationships,
. Extend and expand systems more easily because of FutureTense's open
application server architecture.
Today's agreement brings together two strong market and technology leaders:
. Open Market, with more than 25,000 merchant licenses sold, has been
the market share leader in Internet commerce software for three years
running. (source: Dataquest) Commerce-related revenues for 1998 grew
41% as compared to 1997. Open Market holds patents for core Internet
technologies, and counts The Wall Street Journal Interactive Edition,
Lycos, Acer, Sony, and Ingram Micro among its roster of customers.
. FutureTense is a leading developer of software that manages and
delivers content for large, complex e-business websites. FutureTense
has been named to Upside Magazine's "Hot 100 Companies for 1999," and
Red Herring Magazine's Reader's Choice Award for 1999. FutureTense
customers include organizations such as Fidelity Investments, The
Chase Manhattan Bank, The Washington Post, Netscape Netcenter, and
Lucent Technologies.
"I believe FutureTense and Open Market share a common vision and a passion for
understanding our customers' needs and providing them with strong solutions to
meet those needs," said BC Krishna, FutureTense's co-founder and chief
technology officer. "Together we will enable our customers to create powerful,
flexible and extensible e-business solutions."
Upon closing the transaction, Gary Eichhorn will continue as CEO of Open Market.
Ron Matros, president and CEO of FutureTense, will join Open Market as president
and chief operating officer. B.C. Krishna, co-founder and chief technology
officer of FutureTense, will join as Open Market's chief technology officer.
Because Open Market and FutureTense products are very open and flexible, and
because Open Market's products already have the hooks to integrate with content
management systems, they can be integrated quickly. A demonstration showing
what a dynamic, personalized web site created with the two integrated products
looks like is available on the Web at www.openmarket.com/futuretense.
------------------ -----------
PaineWebber Incorporated, acted as exclusive financial advisor to Open Market in
connection with this transaction.
<PAGE>
Management will hold a joint informational telephone conference call at 8:30
a.m. Eastern Time on Thursday, July 15th, 1999 for investors and analysts. The
telephone number for the call is 800-523-6069.
About Open Market
Founded in 1994, Open Market, Inc. (Nasdaq: OMKT - news) is the market-share
---- ----
leader in Internet commerce software with more than 25,000 merchant licenses
sold worldwide and over 10,000 in production. Open Market's high-performance
application software products and professional services allow its customers to
engage in business-to-consumer and business-to-business Internet commerce,
information commerce, and commercial publishing. Among Open Market's
distinguished roster of global customers are many of the most popular domains on
the Web, including Lycos.com, AOL.com, and the Wall Street Journal Interactive
Edition; major industrials such as Acer, Ingram Micro, Milacron, and Siemens;
and 10 of the world's top 13 national telephone companies. The company,
headquartered in Burlington, Massachusetts, has a presence in 24 countries.
Open Market's international head office is in the UK with additional offices in
Australia, Canada, France, Germany, Italy, Japan and The Netherlands. Open
Market can be reached by calling 1-888-OPEN-MKT (toll free) or 1-781-359-3000 in
the U.S. or +44(0)1753 838 000 in the U.K. or by visiting
http://www.openmarket.com.
- -------------------------
About FutureTense:
FutureTense, Inc., headquartered in Acton, Mass., is a leading developer of
technology solutions that enable organizations of all types to manage and
deliver high-impact, interactive websites that support their e-business
objectives. The FutureTense Internet Publishing System (IPS) is a complete
content management platform that streamlines the development, production,
delivery and maintenance of large, dynamic websites through the integration of
content acquisition and management, workflow, design, and content publication
management. Among the many companies currently using FutureTense's powerful
content management system include Fidelity Investment Company, The Chase
Manhattan Bank, The New York Times, Netscape Communications Corporation,
Newsweek, The Sydney Morning Herald, and The Washington Post. Information
about FutureTense and its products can be found by visiting
http://www.futuretense.com, emailing [email protected], or by calling
- -------------------------- --------------------
978-635-3600.
This news release contains forward-looking statements that involve a number of
risks of uncertainties. Among the important factors that could cause actual
results to differ materially from those indicated by such forward-looking
statements are the company's limited operating history, delays in product
development, development of the Internet market, changes in product pricing
policies, competitive pressures, and
<PAGE>
the risk factors detailed from time to time in the company's periodic reports
and registration statements filed with the Securities and Exchange Commission.
Open Market, Transact, LiveCommerce, ShopSite, LivePublish and SecurePublish are
trademarks or registered trademarks of Open Market, Inc. in the United States
and other countries. All other names are used for identification purposes only
and may be trademarks of their respective owners.
FutureTense is a registered trademark of FutureTense, Inc.
