<PAGE>
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
July 16, 1998
-------------
Date of Report (Date of earliest event reported)
DOCUMENTUM, INC.
----------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-27358 95-4261421
-----------------------------------------------------------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
5671 GIBRALTAR DRIVE
PLEASANTON, CA 94588-8547
--------------------------
(Address of principal executive offices)
(925) 463-6800
--------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
The following discussion contains forward-looking statements that involve
risk and uncertainties. The Company's actual results could differ materially
from those discussed here. Factors that could cause or contribute to such
differences include, but are not limited to those discussed under the heading
"Risk Factors" in the Company's Annual Report on Form 10-K. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's analysis only as of the date hereof. The Company
undertakes no obligation to release the results of any revision to these
forward-looking statements which may be made to reflect events or circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events.
Relevance Technologies, Inc. ("Relevance") was merged with and into RTI
Acquisition Corp, a Delaware corporation ("Merger Sub"), pursuant to an
Agreement and Plan of Merger and Reorganization, dated as of July 16, 1998,
among Documentum, Relevance and Merger Sub (the "Agreement"). The total
consideration paid in the merger was approximately $36,500,000, with
Documentum issuing approximately $5,000,000 in cash (including $1,500,000
attributable to an earlier investment by Documentum in Relevance) and
$31,500,000 worth of Documentum Common Stock, valued at $48.30475 per share,
in exchange for all outstanding Relevance shares. The terms of the Agreement
were determined through arms' length negotiations between Documentum and
Relevance. A copy of the agreement is incorporated by reference as Exhibit
2.1.
The merger of Relevance with and into Merger Sub (the "Merger") became
effective at the time of the filing of an Agreement of Merger with the Delaware
Secretary of State on July 16, 1998 (the "Effective Time") after the outstanding
shares of Relevance common stock, par value $0.001 per share ("Relevance Common
Stock"), and the outstanding shares of Merger Sub common stock, par value $0.001
per share ("Merger Sub Common Stock"), approved the issuance of Documentum
Common Stock in connection with the Merger. At the Effective Time: (i)
Relevance ceased to exist; (ii) Merger Sub, as the surviving corporation in the
Merger, became a wholly owned subsidiary of Documentum; and (iii) subject to the
provisions of the Agreement relating to the payment of cash in lieu of
fractional shares, each share of Relevance Common Stock outstanding immediately
prior to the Effective Time was converted into the right to receive (x)
.07767491925 shares of Documentum Common Stock and (y) approximately $0.47 in
cash.
In addition, pursuant to the Agreement, at the Effective Time, all rights
with respect to Relevance options then outstanding, were converted into and
became rights with respect to Documentum Common Stock, and Documentum assumed
each such outstanding Relevance option in accordance with the terms of such
option. By virtue of the assumption by Documentum of such Relevance options,
from and after the Effective Time: (i) each Relevance option assumed by
Documentum may be exercised solely for Documentum Common Stock; (ii) the number
of shares of Documentum Common Stock subject to each such Relevance option is
equal to the number of shares of Relevance Common Stock subject to such option
immediately prior to the Effective Time multiplied by .08740371842 (the "Option
Exchange Ratio" in the Merger), rounded down to the nearest whole share (with
cash, less the applicable exercise price, being payable for any fraction of a
share); and (iii) the per share exercise price under each such Relevance option
was adjusted by dividing the per share exercise price under such Relevance
option by the Option Exchange Ratio and rounding up to the nearest cent.
The former stockholders of Relevance are receiving approximately 578,488
shares of Documentum Common Stock pursuant to the Merger. In addition,
approximately 73,609 shares of Documentum Common Stock may be issued in
connection with the exercise of the Relevance options assumed by Documentum or
the exercise of Documentum options issued to replace Relevance options in
connection with the Merger.
The Merger is intended to be a tax-free reorganization under the Internal
Revenue Code of 1986, as amended, and is expected to be accounted for as a
purchase. A copy of the press release announcing the consummation of the Merger
is incorporated by reference as Exhibit 99.1.
1
<PAGE>
Documentum, Inc. ("Documentum" or the "Company") develops, markets and
supports a family of intranet and client/server software-based solutions that
enable companies to share, manage and reuse the vital corporate knowledge
contained in documents. The Documentum Enterprise Document Management System
(EDMS) is the choice of Global 1000 companies that require a fast-payback
document management solution designed for rapid and flexible deployment, ease of
use and high return on investment. With the Documentum EDMS, these companies are
achieving dramatic improvements in business-critical document processes with
powerful benefits: accelerated time to market, improved product quality,
enhanced operational efficiencies and guaranteed regulatory or contract
compliance.
2
<PAGE>
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of the Business Acquired
The financial statements of Relevance Technologies, Inc. required to be
filed pursuant to Item 7(a) of Form 8-K were not available at the time of
filing of this Current Report on Form 8-K and will be filed on a Form 8-K/A as
soon as practicable, but in no event later than 60 days after the date this
Form 8-K is required to be filed.
<PAGE>
(b) Pro Forma Financial Information
The Pro Forma Financial Information required to be filed pursuant to Item
7(b) of Form 8-K was not available at the time of filing of this Current Report
on Form 8-K and will be filed on a Form 8-K/A as soon as practicable, but in no
event later than 60 days after the date this Form 8-K is required to be filed.
14
<PAGE>
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
(1)2.1 Agreement and Plan of Merger and Reorganization,
dated as of July 16 1998, among Documentum, Inc. a
Delaware corporation, RTI Acquisition Corp, a
Delaware corporation, and Relevance Technologies,
Inc. a Delaware corporation
23.1* Consent of PricewaterhouseCoopers LLP.
(2)99.1 Press Release of Documentum, Inc, dated July 16,
1998.
* To be filed by amendment
(1) Incorporated by reference to Exhibit 2.1 to the Company's Registration
Statement on Form S-3 (333-59331).
(2) Incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K
filed with the Commission on July 16, 1998.
<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 hereunto duly authorized.
DOCUMENTUM, INC.
Date: July 29, 1998 /s/ Mark S. Garrett
-------------------
Mark S. Garrett
Vice President, Chief Financial Officer and
Secretary
19
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(1)2.1 Agreement and Plan of Merger and Reorganization,
dated as of July 16 1998, among Documentum, Inc. a
Delaware corporation, RTI Acquisition Corp, a
Delaware corporation, and Relevance Technologies,
Inc. a Delaware corporation
23.1* Consent of PricewaterhouseCoopers LLP.
(2)99.1 Press Release of Documentum, Inc, dated July 16, 1998.
* To be filed by amendment
(1) Incorporated by reference to Exhibit 2.1 to the Company's Registration
Statement on Form S-3 (333-59331).
(2) Incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K
filed with the Commission on July 16, 1998.
20
