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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) July 15, 1999
VIASOFT, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-25472 94-2892506
(Commission File Number) (IRS Employer Identification No.)
3033 North 44th Street, Phoenix, Arizona 85018
(Address of Principal Executive Offices) (Zip Code)
(602) 952-0050
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On July 15, 1999, Viasoft, Inc. issued the press release filed as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
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99.1 Press release dated July 15, 1999.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
VIASOFT, INC.
Date: July 15, 1999 By: /s/ Catherine R. Hardwick
------------------------
Catherine R. Hardwick
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press release dated July 15, 1999
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT
Mark R. Schonau
Chief Financial Officer
Viasoft, Inc.
(602) 952-0050
COMPUWARE TO ACQUIRE VIASOFT, INC.
PHOENIX, Ariz. (July 15, 1999) - Compuware Corporation (NASDAQ: CPWR)
and Viasoft, Inc. (Viasoft) (NASDAQ: VIAS) today announced they have entered
into an agreement for Compuware to acquire Viasoft through a cash tender offer.
A wholly owned subsidiary of Compuware will offer to purchase any and all
outstanding shares of Viasoft's common stock for $9 per share. The transaction
has been approved by the Boards of Directors of both Viasoft and Compuware.
Viasoft is a leader in understanding enterprise applications to help
companies realize the greatest return on their information technology
investments. The company provides business solutions consisting of specialized
professional services and award-winning software that is designed to enable
customers worldwide to cost-effectively manage and evolve their information
technology assets. Viasoft's suite of products and services -including its
recently announced advanced e-commerce transformation product for IBM MVS Cobol
applications complement Compuware's Testing and Implementation solutions.
Together the combined companies are expected to be ideally positioned to help
large corporations deploy evolving technologies.
"We are very excited to welcome Viasoft's team to the Compuware
family," said Joseph A. Nathan, Compuware President and Chief Operating Officer.
"Acquiring Viasoft will accelerate work underway at Compuware to help our
clients better manage
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maintenance backlogs and extend their legacy applications to take full advantage
of e-commerce opportunities."
"The Board of Directors and the team of employees at Viasoft are
extremely proud of the value that we have provided to our customers since 1985,"
stated Steven D. Whiteman, Viasoft Chairman and CEO. "We have worked hard to
deliver quality products and services to our customers as well as provide
challenging opportunities for our employees. We believe that our alliance with
Compuware will serve the best interests of our customers and employees.
Compuware's strong management team, its fundamental value system and the respect
Compuware shows for its employees make it an ideal partner."
In the tender offer, Compuware seeks to purchase no less than a
majority of Viasoft's outstanding shares on a fully diluted basis. Consummation
of the tender offer will be subject to the expiration or termination of any
applicable antitrust waiting period, the receipt of any required regulatory
approvals and customary conditions. Following completion of the tender offer,
the subsidiary of Compuware will be merged into Viasoft (with the approval of
Viasoft shareholders, if necessary), and all of Viasoft's shares not owned by
Compuware will be converted into the right to receive $9 per share in cash.
ABOUT VIASOFT, INC.
Headquartered in Phoenix, Ariz., Viasoft provides sales and
professional services through regional offices in the United States, Canada,
Australia, Europe and a growing network of international subsidiaries,
distributors and resellers. For more information on Viasoft's services and
technologies, please visit the company's World Wide Web site at www.viasoft.com.
ABOUT COMPUWARE CORPORATION
Compuware productivity solutions help 14,000 of the world's largest
corporations more efficiently maintain and enhance their most critical business
applications. Providing immediate and measurable return on information
technology investments, Compuware products and services improve quality, lower
costs and increase the speed at
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which systems can be developed, implemented and supported. Inclusive of pending
acquisitions, Compuware employs nearly 15,000 information technology
professionals worldwide, including more than 10,500 in its professional services
organization. With fiscal 1999 revenues of $1.6 billion, Compuware is the world
leader in client/server development technology. For more information on
Compuware, please contact the corporate offices at 800-521-9353. Compuware also
can be found on the World Wide Web at http://www.compuware.com.
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Statements herein concerning the growth and strategies of Compuware and
Viasoft include forward-looking statements. Compuware's and/or
Viasoft's actual results may differ materially from those suggested as
a result of various factors, including, without limitation, Compuware's
and Viasoft's ability to consummate the transaction, successfully
integrate Viasoft's operations and compete successfully with existing
and future competitors. Interested parties should refer to the
disclosure set forth in Compuware's and Viasoft's recent public
filings, under the caption "Risk Factors" and elsewhere, for additional
information regarding risks affecting Compuware's or Viasoft's
financial conditions and results of operations.
