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): September 14, 1999
CLICKACTION INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-26008 77-0195362
(Commission File No.) (IRS Employer Identification No.)
2197 E. Bayshore Road
Palo Alto, CA 94303
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 473-3600
(formerly known as MySoftware Company)
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Item 5. Other Events.
Pursuant to a Certificate of Ownership and Merger filed with the
Delaware Secretary of State on September 14, 1999, ClickAction Inc., a
wholly owned subsidiary of MySoftware Company, was merged with and into
MySoftware Company. In connection with the merger, the corporate name of
MySoftware Company has been changed to "ClickAction Inc." Accordingly, all
agreements, actions, filings and reports made after September 14, 1999 shall
bear the name "ClickAction Inc." The symbol for ClickAction Inc.'s common
stock as reported on the Nasdaq National Market, effective September 16, 1999,
is "CLAC." Further information is available in a press release dated
September 16, 1999, a copy of which is attached hereto as Exhibit 99.1 and
the full text of which is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
3.1 Certificate of Ownership and Merger, merging ClickAction Inc., a
wholly owned subsidiary of MySoftware Company, with and into
MySoftware Company, as filed on September 14, 1999.
4.1 Specimen Common Stock Certificate.
99.1 Press Release dated September 16, 1999.
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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
undersigned hereunto duly authorized.
CLICKACTION INC.
Dated: September 20, 1999 By: /s/ Gregory Slayton
-------------------
Gregory Slayton
President and Chief Executive Officer
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Exhibit 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CLICKACTION INC.,
a Delaware Corporation
INTO
MYSOFTWARE COMPANY,
a Delaware Corporation
Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
MySoftware Company, a corporation organized and existing under the
General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation owns all of the outstanding shares of
ClickAction Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware.
SECOND: That this corporation, by the following resolutions of its Board
of Directors, duly adopted on the 18th day of August, 1999, determined to
merge ClickAction Inc. into itself on the terms and conditions set forth in
such resolutions:
RESOLVED, that ClickAction Inc., a Delaware corporation and a
wholly-owned subsidiary of the Corporation ("Merger Sub"), be merged with and
into the Corporation (the "Merger") and that the Corporation be the surviving
corporation in such Merger;
RESOLVED FURTHER, that the Merger shall become effective upon the date
and time of the filing, pursuant to Section 253 of the General Corporation
Law of the State of Delaware, of a Certificate of Ownership and Merger (the
"Certificate of Merger") with the Secretary of State of the State of Delaware;
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RESOLVED FURTHER, that upon the effectiveness of the Merger, (i) the
Corporation shall assume all of the liabilities and obligations of Merger
Sub, (ii) the name of the Corporation shall be changed from "MySoftware
Company" to "ClickAction Inc.", (iii) the Bylaws of the Corporation shall be
amended to change the name of the Corporation from "MySoftware Company" to
"ClickAction Inc.", and (iv) the Nasdaq listing symbol of the Corporation
shall be changed accordingly;
RESOLVED FURTHER, that the officers of the Corporation be, and each of
them hereby is, authorized and directed, for and on behalf of the Corporation,
to effect all filings and qualifications, and take all further actions, that
any such officer deems to be necessary or appropriate to comply with state or
federal securities laws in connection with the transactions contemplated by
the Merger and the Certificate of Merger; and
RESOLVED FURTHER, that the officers of the Corporation be, and each of
them hereby is, authorized and directed, for and on behalf of the Corporation,
to execute and deliver all other instruments, effect all filings and
qualifications, and take all further actions, that either of them deem to be
necessary or appropriate to carry out the purposes of the foregoing resolutions
and to consummate the transactions contemplated by the Merger and the
Certificate of Merger.
[remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, this Certificate of Ownership and Merger is hereby
executed on behalf of the surviving Corporation, MySoftware Company, and
attested to by its officers thereunto duly authorized.
Dated as of September 14, 1999
MYSOFTWARE COMPANY
By: /s/ Gregory W. Slayton
----------------------
Gregory W. Slayton
Chief Executive Officer
ATTEST
By: /s/ Sharon Chiu
---------------
Sharon Chiu
Secretary
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Exhibit 4.1
FRONT ClickAction Inc.
CAI COMMON STOCK COMMON STOCK
THIS CERTIFICATE IS
TRANSFERABLE IN
BOSTON, MA OR NEW
YORK, NY
INCORPORATED UNDER THE LAWS OF
THE STATE OF DELAWARE CUSIP 18681E 10 7
SEE REVERSE FOR
CERTAIN
DEFINITIONS
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK,
$.001 PAR VALUE, OF
ClickAction Inc.
transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
/s/Sharon Chiu /s/Gregory Slayton
Dated: SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
BankBoston, N.A.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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BACK
ClickAction Inc.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS A STATEMENT OF THE POWERS, DESIGNATION, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.
This certificate also evidences and entitles the holder hereof to certain
rights as set forth in a Rights Agreement between ClickAction Inc. (the
"Company") and BankBoston, N.A., as Rights Agent (the "Rights Agent"), dated
as of June 10, 1998, as amended from time to time (the "Rights Agreement"),
the terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will
be evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a copy
of the Rights Agreement without charge after receipt of a written request
therefor. As described in the Rights Agreement, Rights issued to any Person
who becomes an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and certain related persons, whether
currently held by or on behalf of such Person or by any subsequent holder,
shall become null and void.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according toapplicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ........Custodian..........
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with ACT..........................
right of survivorship (State)
and not as tenants in
common UNIF TRF MIN ACT - .......Custodian(until age)..
(Cust)
......under Uniform Transfers
to Minors ACT................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,____________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_____________________________________________________________________________
_____________________________________________________________________________
________________________________________________________________________Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ___________________________
X ___________________________
X ___________________________
NOTICE: THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE
CERTIFICATE IN EVERY
PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
_______________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY A BROKERAGE FIRM OR A FINANCIAL
INSTITUTION THAT IS A MEMBER OF A SECURITIES APPROVED MEDALLION PROGRAM, SUCH
AS SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (STAMP), STOCK EXCHANGES
MEDALLION PROGRAM (SEMP) OR NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE
PROGRAM (MSP).
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Exhibit 99.1
Corporate Contact Media Contact
Rachel Brant Laurie Head
ClickAction Inc. Ogilvy Public Relations
650.473.3621 202.452.9529
[email protected] [email protected]
For Immediate Release
Thursday, September 16, 1999
CLICKACTION INC. PUTS E-MAIL MARKETING IN MOTION WITH
80 WORLD-CLASS CLIENTS, AN ENHANCED SERVICE OFFERING,
AND NEW CORPORATE IDENTITY
ClickAction Puts Web Marketers on the Fast Track from Click to Customer
PALO ALTO, Calif. - ClickAction( Inc. (Nasdaq: CLAC), formerly MySoftware
Company (Nasdaq: MYSW), announces today a shift in identity that underscores
the Company's commitment to the fast growing e-marketing industry. The
Company is changing its corporate name to ClickAction Inc. and is launching
ClickAction( ERM 4.0 (E-mail Relationship Management). This state-of-the-art
e-mail marketing service solidifies the Company's position as a leader in the
e-marketing industry, estimated by Forrester Research to exceed $33 billion
by 2004.
ClickAction's ERM services address the top two challenges of e-marketers
today: 1) driving qualified prospects to their Web sites in a cost effective
manner, and 2) developing profitable ongoing relationships with Web visitors.
The enhanced version of ClickAction's ERM 4.0 strengthens the Company's
competitive leadership position. Competitive advantages include an exclusive
e-mail prospecting service to help clients find new customers and drive traffic
to their sites, plus features that increase enterprise functionality, testing
capabilities, and ease of use. The Company's effective technology combined
with a dedicated client services team can get clients up and running in a matter
of days with the most powerful e-mail marketing tools available.
ClickAction's client base now includes more than 80 world-class companies
such as L.L. Bean, Dean and Deluca, the NBA, Coach, Talbots, and Sara Lee.
Over 30 respected clients have signed with ClickAction since the Company
acquired an e-mail marketing pioneer in early August. New clients include
retail giant Wards, top cataloger The Mark Group and the largest commercial
printer in North America, R.R. Donnelly (NYSE: DNY).
"E-mail marketing is the biggest innovation to hit the direct marketing
industry in years. Across the board, our clients are seeing order of
magnitude improvements in campaign costs, response times and response rates.
ClickAction is already a leader in the e-marketing industry in terms of
number of customers, total revenues, and powerful technology," said Gregory
Slayton, president and CEO of ClickAction. "Many of the best marketers in
the world now depend on ClickAction to harness the potential of e-mail
marketing. We help them improve response rates and generate eye-popping
revenue results. And this is only the beginning of the e-mail marketing
revolution."
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About ClickAction Inc.
- ----------------------
ClickAction Inc. (Nasdaq: CLAC), puts Web marketers on the fast track from
click to customer. ClickAction( ERM (E-mail Relationship Management) is a
powerful, request-based e-mail marketing service that addresses the top two
problems of Web marketers today: 1) driving qualified prospects to their Web
sites in a cost effective manner, and 2) developing profitable ongoing
relationships with these visitors. Over 80 world-class companies use
ClickAction's ERM e-mail marketing service to build lasting, profitable
customer relationships, and turn e-mails into e-sales. For more information,
please call 800/473-3141 or visit www.ClickAction.com.
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