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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 18, 1998
THE VANTIVE CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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DELAWARE 0-26592 77-0266662
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
THE VANTIVE CORPORATION, 2455 AUGUSTINE DRIVE, SANTA CLARA, CA 95054
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 982-5700
NOT APPLICABLE.
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On June 18, 1998, The Vantive Corporation ("Vantive"), Wayfarer
Communications, Inc. ("Wayfarer") and Revo Acquisition Corporation, a
wholly-owned subsidiary of Vantive ("Sub"), entered into an Agreement and Plan
of Reorganization (the "Agreement"). Under the Agreement, as more fully
described in the Press Release filed herewith, Vantive will issue approximately
179,000 shares of Vantive common stock in exchange for all outstanding shares
of Wayfarer. The transaction will be accounted for as a purchase. Vantive
expects to record charges related to the acquisition of approximately $11.5
million upon closing the transaction, including a one-time-in-process research
and development charge and a compensatory bonus expense. The transaction is
expected to close during the second quarter of 1998 and is subject to customary
closing conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release of Vantive and Wayfarer dated
June 18, 1998
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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.
THE VANTIVE CORPORATION
Date: June 22, 1998 By: /s/ David Schellhase
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David Schellhase
Vice President and General Counsel
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EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Page
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99.1 Press Release of Vantive and Wayfarer dated 5
June 18, 1998
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EXHIBIT 99.1
Vantive Signs Definitive Agreement to Acquire Wayfarer Communications
Vantive Expands Offering to Deliver Real-Time, Personalized Enterprise
Intelligence to the Desktop
SANTA CLARA, Calif.--(BUSINESS WIRE)--June 18, 1998--The Vantive Corporation
(NASDAQ:VNTV - news), a leader in the front-office automation software market,
today announced that it has signed a definitive agreement to acquire
privately-held Wayfarer Communications, a highly innovative company that
specializes in web-based information delivery.
With this technology, Vantive will become the first vendor to provide a
personalized view of real-time information collected from both front-office and
back-office applications as well as corporate intranet and Internet resources.
Vantive will call its new product offering VantiveVista.
Today's users are barraged with information and multiple software applications,
making it difficult to operate efficiently. VantiveVista prevents information
overload by capturing, consolidating and delivering personalized
business-critical information in a continuously updated display. According to
user-defined parameters, VantiveVista pulls information from multiple sources
across the enterprise -- Vantive Enterprise applications; other front-office
applications, such as Microsoft Outlook; back-office applications, such as
Oracle and PeopleSoft; web news feeds and articles -- and displays it in
summary form. VantiveVista can be defined at the corporate, department,
workgroup or individual level. Once defined, information delivery is automatic
and does not require user-initiated searches.
"Knowledge workers need one-stop, easy access to all the critical and relevant
information they need to make timely, accurate decisions that result in closed
deals and satisfied customers," said John Luongo, CEO and president of Vantive.
"Wayfarer's technology is a perfect complement to Vantive, and the integrated
offering raises the bar for enterprise software providers and sales force
automation systems in particular."
VantiveVista proactively alerts users only to the key information requiring
their attention, letting users harness what's valuable and suppress what's
extraneous in their information environment. VantiveVista also makes it easy
for users to move between high-level summaries and detailed information. If
users require more detail, a single click on any of the information displayed
seamlessly launches the user into the application from which the data was
derived. For example:
- -- A sales representative, notified of an order delay on a key account, can
click on the order to access further details within the Oracle order
management application.
- -- A service manager, informed of a recent sale to an existing
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account, can click on the sales alert to review the
recently closed opportunity within Vantive Sales.
- -- A field service representative, reminded of a training
session, can click on the reminder to access the
meeting details in the Microsoft Outlook calendar.
In addition to offering VantiveVista as an entry point to the Vantive
Enterprise, Vantive intends to offer the product as a stand-alone application
to non-traditional users of front-office systems such as members of a company's
executive staff, finance and manufacturing organizations. In this case, a CEO
could see a snapshot of sales performance against plan, new product inventory
status or customer satisfaction metrics as well as key industry news and stock
information.
Under the terms of the definitive agreement, Vantive will assume all of
Wayfarer's obligations and issue approximately 179,000 shares of Vantive common
stock in exchange for all outstanding shares of Wayfarer. The transaction will
be accounted for as a purchase. Vantive expects to record charges related to
the acquisition of approximately $11.5 million upon closing the transaction,
including a one-time in-process research and development charge and a
compensatory bonus expense. The transaction is expected to close during the
second quarter of 1998 and is subject to customary closing conditions.
Phil Beisel, Wayfarer's vice president of product development, will join
Vantive as vice president of VantiveVista product development; Greg Seitz,
Wayfarer's vice president of engineering and chief technical officer, will join
Vantive as vice president of VantiveVista engineering. The Wayfarer engineering
team will also join Vantive. All will report to Garry Hallee, executive vice
president of research and development at Vantive.
"Vantive has the superior solutions, extensive customer base and solid market
presence to dominate this industry," said Beisel. "We are very excited to join
the company that will take sales and service into the next century by providing
the applications and applied web technologies to address the needs of today and
tomorrow's successful organization." Added Seitz, "VantiveVista will prove to
be a powerful tool for organizations looking to increase all employees' ability
to contribute to customer loyalty."
About Wayfarer Communications
Wayfarer is the leader in browser-based solutions that deliver the
"up-to-the-minute pulse of the business" for Fortune 2000 companies, enabling
them to make faster, more informed decisions. Wayfarer was recently selected by
Computerworld as one of the "Top 100 Hot Emerging Companies" and its products
have won Network World's "Blue Ribbon Award" and ZD Internet Magazine's "ZD
Internet Net Best" in comparison tests of products with leading industry
vendors. Wayfarer was selected by Oracle (NASDAQ:ORCL-news) as a CAI partner
and works with Microsoft (NASDAQ:MSFT-news) and Netscape (NASDAQ:NSCP-news)
browsers.
About The Vantive Corporation
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Vantive is a worldwide leader in the front-office automation software market
with more than 550 customers and $117 million revenue in 1997. Vantive's vision
is to help companies improve sales performance and create customers for life.
The Vantive Enterprise is an integrated suite of web-enabled software that
automates sales, marketing, call center, help desk and field service
operations. Vantive Enterprise is differentiated by its rich functionality;
proven mobile solutions; component-based, high-performance architecture; and
time- and cost-effective implementations. Founded in 1990, Vantive is
headquartered in Santa Clara, California, and distributes its products in more
than two dozen countries. Contact the Vantive Corporation at 800/VANTIVE,
408/982-5700, or www.vantive.com.
This press release contains forward-looking statements that are based on
expectations and assumptions that involve a number of uncertainties and risks
that could cause actual results to differ materially from those discussed in
the forward-looking statements, including risks associated with the integration
of the two companies' respective operations, technologies and products and the
related diversion of the management's attention from other business concerns;
the rapidly evolving markets for the companies' products and uncertainties
regarding development of those markets; new product development and the ongoing
introduction of new and enhanced products; and intensive competition in the
markets in which the companies compete. For additional information regarding
these and other risks, reference is made to Vantive's Annual Report on Form 10-K
for the year ended December 31, 1997 and subsequent Quarterly Reports on Form
10-Q.
Note to Editors: Vantive, VantiveVista, Vantive Enterprise, Vantive Sales,
Vantive Support, Vantive Quality, Vantive FieldService, Vantive HelpDesk, and
VanWeb are trademarks of The Vantive Corporation. Other product or company
names used herein may be trademarks of their respective owners.
Contact:
The Vantive Corporation
Brian Tuller, 408/982-5700 (press)
[email protected]
or
The Horn Group
Jaia Zimmerman, 415/905-4021 (press)
[email protected]
or
The Vantive Corporation
Mike Loo, 408/982-5700 (financial)
[email protected]
or
Morgen-Walke Associates
Todd Friedman, 415/296-7383 (financial)
[email protected]
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