<PAGE> 1
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) June 30, 1998
THE VANTIVE CORPORATION
-----------------------------------------------
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
Delaware 0-26592 77-0266662
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
</TABLE>
The Vantive Corporation, 2455 Augustine Drive, Santa Clara, CA 95054
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 982-5700
Not applicable.
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1998, and effective on that date, The Vantive
Corporation (the "Company") completed an acquisition (the "Merger") of Wayfarer
Communications, Inc., a privately-held California corporation ("Wayfarer"),
pursuant to an Agreement and Plan of Reorganization, dated June 18, 1998, by and
between the Company, Revo Acquisition Corporation, a wholly-owned subsidiary of
the Company, and Wayfarer. Upon consummation of the Merger, Wayfarer became a
wholly-owned subsidiary of the Company.
Under the terms of the Merger, Wayfarer's securityholders will
receive approximately 179,000 shares of the Company's Common Stock in exchange
for all outstanding shares of Wayfarer capital stock. The transaction will be
accounted for as a purchase. Vantive expects to record charges related to the
acquisition of approximately $11.5 million in the second quarter of 1998,
including a one-time in-process research and development charge and a
compensatory bonus expense.
The amount of the Merger consideration was determined through
arms-length negotiation. There were no material relationships between the
Wayfarer shareholders and the Company or any of its affiliates, any director or
officer of the Company, or any associate of any such director or officer prior
to the Merger. The Company is obligated to prepare and file with the Securities
and Exchange Commission a registration statement on Form S-3 with respect to the
shares of the Company's Common Stock issued in the Merger.
-2-
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
It is impracticable to provide the audited financial
statements of Wayfarer for the periods required at the date of
this report. The Company intends to file such financial
statements as are required to be filed as soon as they become
available and in any event not later than September 14, 1998.
(b) Pro forma financial information.
It is impracticable to provide the pro forma financial
information required pursuant to Article 11 of Regulation S-X
at the date of this report. The Company intends to file such
pro forma financial information as are required to be filed as
soon as they become available and in any event not later than
September 14, 1998.
(c) The following exhibits are attached and filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Agreement and Plan of Reorganization dated as
of June 18, 1998, by and among The Vantive
Corporation, Wayfarer Communications, Inc. and
Revo Acquisition Corporation.
The above agreement contains a list identifying
all exhibits and schedules thereto not filed as
a part of Exhibit 2.1. The Company agrees to
furnish supplementally a copy of any omitted
exhibits or schedules to the Securities and
Exchange Commission upon request.
</TABLE>
-3-
<PAGE> 4
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.
THE VANTIVE CORPORATION
Date: July 14, 1998 By: /s/ David Schellhase
----------------------
David Schellhase
Vice President and General Counsel
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Agreement and Plan of Reorganization dated as of June 18,
1998, by and among The Vantive Corporation, Wayfarer
Communications, Inc. and Revo Acquisition Corporation
</TABLE>
-5-
<PAGE> 1
EXHIIBT 2
AGREEMENT AND PLAN OF REORGANIZATION
by and among
THE VANTIVE CORPORATION,
a Delaware corporation,
REVO ACQUISITION CORPORATION,
a Delaware corporation and a wholly-owned
subsidiary of The Vantive Corporation,
and
WAYFARER COMMUNICATIONS, INC.,
a California corporation
Dated as of June 18, 1998
