UNITED STATES
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
Date of Report (Date of earliest event reported): May 9, 2000
MDSI Mobile Data Solutions Inc.
(Exact name of registrant as specified in its charter)
CANADA 0-28968 Not Available
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(Jurisdiction of (Commission file number) (I.R.S. Employer
incorporation) Identification No.)
10271 Shellbridge Way
Richmond, British Columbia,
Canada V6X 2W8
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(Address of principal executive offices)
Registrant's telephone number, including area code: (604) 207-6000
Not Applicable
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(Former name or address, if changed since last report)
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ITEM 5. Other Events.
MDSI Mobile Data Solutions Inc. ("MDSI") issued a press release to announce that
it entered into an agreement and plan of reorganization with Connectria
Corporation, a Missouri corporation ("Connectria"), pursuant to which MDSI will
acquire Connectria.
ITEM 7. Financial Statements and Exhibits.
Exhibit
Number Description
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99.1 News Release dated March 9, 2000.
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SIGNATURES
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 duly
authorized undersigned.
MDSI Mobile Data Solutions Inc.
May 17, 2000 /s/ Glenn Kumoi
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(Date) Glenn Kumoi,
Vice President and Chief Legal Officer
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EXHIBIT 99.1
MDSI Accelerates eBusiness Strategy With Acquisition of Connectria
(ServeClick.com), a Leading Online Service Management and ASP Company
RICHMOND, British Columbia, May 9 /PRNewswire/ -- MDSI Mobile Data Solutions
Inc. (Nasdaq: MDSI; Toronto: MMD), a leading provider of wireless workforce
management solutions, today announced a definitive agreement to acquire
Connectria, an application service provider (ASP) and provider of online service
management solutions for service companies (ServeClick.com). This agreement is
subject to the satisfaction of certain conditions, including the satisfactory
completion of MDSI's due diligence review of Connectria.
"The acquisition of Connectria will significantly accelerate the implementation
of MDSI's wireless eBusiness strategy," said Ken Miller, MDSI's Chief Executive
Officer. "Through its ServeClick.com online service management solution,
Connectria will also instantly extend MDSI's online offerings for mobile service
companies, and open new markets with vast potential -- 'non-mobile' service
providers such as restaurants, automotive services, and medical services."
ServeClick allows service companies to define rules online for allocating
service resources optimally. Various retail service providers, such as optical
outlets, and other businesses already are using ServeClick technology to enhance
their customer service and profitability. ServeClick can easily be extended to
support other types of service industries, and can operate using any language,
not just English.
Connectria will also bring to MDSI(R) hardened ASP hosting facilities to host
its industry-leading Advantex(TM) wireless workforce management and wireless
connectivity software, as well as experienced web development and management
talent to accelerate MDSI's eBusiness initiatives. Connectria's ASP hosting
business serves major companies and institutions including globally-ranked
financial services firms, leading energy companies, universities, and leading
software developers.
"Connectria has real customers, real revenues and has established a first mover
advantage in online service management," Miller said. "They also serve markets
with great growth potential. By joining together, both companies will create the
means to grow much faster than either could separately." Miller noted that the
two companies' products and corporate cultures are well matched, which should
allow for a fast and seamless integration of Connectria into MDSI's eBusiness
Division.
Under the terms of the proposed acquisition, which is expected to close in the
second quarter of 2000, MDSI will issue approximately 845,000 shares of its
common stock and employee stock options to purchase approximately 584,000 shares
of MDSI in exchange for all of the common shares of Connectria. At recent market
prices for MDSI's shares, the value of the transaction is approximately US$45
million. When completed, the transaction will increase MDSI's fully-diluted
shares outstanding to 11.0 million from 9.6 million.
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"The service sector represents the largest portion of the global economy. In the
North American economy alone, millions of service companies perform billions of
service transactions every year," said Richard Waidmann, Connectria's President
and CEO. "Previously, the difficulty in designing accurate scheduling and
optimization algorithms, and the relatively high cost of communications, have
frustrated attempts to automate the service sector. However, recent advances by
both MDSI and Connectria in wireless and Internet technologies offer service
companies unprecedented abilities to solve some of their most challenging
issues, including optimizing their resources in tight labor markets, providing
increased customer service, and controlling costs during a time of wage and
energy cost pressures."
"For service companies to succeed, they must cost-effectively deliver services
at the right time, to the right place, at the right price, by employees with the
right skill sets. Combined with Connectria, MDSI will be the only company
offering an entire suite of advanced Internet and wireless technologies and
services to make this a reality," Waidmann said.
With approximately 100 blue chip customers like AT&T Wireless, Cablevision,
Pacific Gas & Electric, and British Gas, MDSI's Advantex solutions already
dominate the worldwide market for wireless applications that help large service
providers (e.g., utility, telephone, and cable companies) manage their mobile
workforces better, faster and at lower cost. Advantex schedules appointments by
matching customer requests with the best available mobile resource. It
efficiently and automatically dispatches workers to ensure the fastest possible
response time, tracks and records worker time and resources used on a job, and
automatically transfers all information collected in the field to the
appropriate enterprise or Internet data resources. It eliminates inefficiency
and wasted time involved in creating and transferring paper or voice orders to
mobile workers and order completion information back to the enterprise. Advantex
also reports on operational performance to help management make decisions. And
it all happens wirelessly, in real-time. With roots dating back to the 1970's,
the company's applications support and direct the efforts of tens of thousands
of mobile users worldwide.
MDSI's wireless eBusiness strategy has been designed to expand MDSI's reach
beyond large companies in its traditional markets to include mid- and small-size
service providers in both its traditional mobile service markets and the broad
service market, mobile or otherwise. The acquisition of Connectria will
accelerate that process.
Established in 1997, Connectria is a fast-growing ASP that hosts a variety of
applications for a wide range of clients including global Fortune accounts and
small- to mid-sized businesses throughout the United States. The company's
unique abilities are focused around its world-class ASP hosting center,
exceptional technical expertise, and its robust ServeClick online service
management application. Service providers use ServeClick to automate scheduling
processes and bring new efficiencies to their businesses. ServeClick schedules
time and resources accurately by managing a multitude of variables that
determine how individual businesses operate. Businesses can use ServeClick
whether customers call on the phone or visit a Web site to schedule an
appointment.
When the acquisition is completed, the combined company will host MDSI's
wireless connectivity software and standard-setting Advantex wireless workforce
management software (in full- and limited-function forms), ServeClick, other
wirelessly-enabled applications for the
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services market, and other applications currently hosted by Connectria for its
current client base. As a combined entity, MDSI will employ approximately 550
people, including all 60 of Connectria's employees. MDSI will have corporate
offices in Richmond, BC, Itasca, IL, St. Louis, MO, and Amsterdam.
For more information on Connectria and the ServeClick online service management
solutions, visit www.connectria.com and www.serveclick.com.
Conference call
Today at 10:30am PST (1:30pm EST), MDSI's CEO Ken Miller is hosting a conference
call to discuss the Connectria acquisition. To listen to the call, dial
1-877-871-4104. Playback of the conference call is available until Tuesday, May
16 at 1-800-558-5253 (passcode 15192927). Live simulcast and replay of the
conference call will also be available from www.mdsi-advantex.com and
www.streetevents.com. Just follow the appropriate links.
About MDSI By uniting the power of wireless communications and the Internet,
MDSI Mobile Data Solutions Inc. is revolutionizing how companies sell and
deliver services and how people purchase them. We enable companies of any size
in any service market to manage mobile workers to offer better customer service,
faster and at lower cost, and empower those workers via a reliable, wireless
link to enterprise or Internet applications. We enable people to purchase,
schedule, confirm and track service appointments online without any human
intervention, providing the ultimate in convenience. MDSI accomplishes this
through a suite of wireless connectivity, workforce management and other mobile
solutions that can be delivered over the Internet or through traditional on-site
implementations. Founded in 1993 with roots back to the 1970's, MDSI is the most
experienced and trusted wireless applications company operating today. MDSI has
approximately 100 major, blue chip customers worldwide, operations in the U.S.,
Canada, and Amsterdam, and multiple support offices around the world. More
information is available at http://www.mdsi-advantex.com.
This press release contains statements that constitute "forward looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to differ materially from the anticipated results, performance
or achievements expressed or implied by such forward-looking statements.
Forward-looking statements in this release include statements regarding the
expectation of the closing of the purchase by MDSI of all the shares of
Connectria and the timing of that closing, the anticipated ease of integration
of MDSI and Connectria, the ability of MDSI to integrate MDSI's and Connectria's
products, the continued development, deployment and performance of the MDSI and
Connectria products, the success and benefits of MDSI's eBusiness strategy, and
the growth of MDSI's eBusiness services. Factors that could cause actual results
to differ materially from anticipated results include risks and uncertainties
such as: the possibility that MDSI and Connectria will not complete the
acquisition of Connectria, unanticipated difficulties in integrating MDSI's and
Connectria's businesses, the possibility of technical difficulties or delay in
future product introductions and improvements, the possibility that competitors
will introduce new and improved products and services and the need to compete
successfully with existing and new products and services offered by competitors,
and the other risks and uncertainties detailed in MDSI's Annual Report on Form
10-K filed with the Securities and
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Exchange Commission. MDSI disclaims and intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
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