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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): OCTOBER 11, 1999
THE VANTIVE CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-26592 77-0266662
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
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2455 AUGUSTINE DRIVE
SANTA CLARA, CALIFORNIA 95054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 982-5700
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ITEM 5. OTHER EVENTS.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is
a press release issued by The Vantive Corporation on October 11, 1999 relating
to a stock-for-stock merger agreement entered into with PeopleSoft, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release issued October 11, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
THE VANTIVE CORPORATION
Dated: October 21, 1999
/s/ Leonard J. LeBlanc
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Leonard J. LeBlanc
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release issued October 11, 1999.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Kevin Nyland Kathleen O'Boyle Len LeBlanc
Morgen Walke Associates The Horn Group Vantive Corporation
(415) 296-7383 (415) 905-4000 (408) 982-5700
[email protected] [email protected] len [email protected]
THE VANTIVE CORPORATION TO MERGE WITH PEOPLESOFT
Santa Clara, CA (October 11, 1999) - The Vantive Corporation (Nasdaq:VNTV) today
announced a definitive agreement to merge with PeopleSoft, Inc. in a stock for
stock transaction. The merger will enable the combined company to offer a
comprehensive eBusiness solution providing robust applications to attract,
service, retain and analyze customers. Building upon several product
integrations completed during the course of a long-term partnership, the
combined company will now fully integrate Vantive's customer-focused solutions
into PeopleSoft's broad offering of eBusiness applications, enabling the
combination of customer information, transactional data and business
intelligence for a 360-degree view of the customer lifecycle. In a separate
release, Vantive also announced preliminary results for the third quarter of
1999.
Under the terms of the agreement, each share of Vantive common stock
will be exchanged for 0.825 of a share of PeopleSoft common stock. Based upon
PeopleSoft's closing stock price of $17.25 on October 8, 1999, each Vantive
share would be valued at $14.23 per share, and the aggregate value of the
transaction is approximately $433 million. The merger will be a tax-free
transaction and accounted for as a pooling of interests. The transaction has
been approved by the board of directors of each company and is subject to the
approval of Vantive's stockholders and customary closing conditions including
approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The
merger is expected to close by January 2000.
"Vantive is joining forces with a winner today," said Tom Thomas, Vantive's
chairman and chief executive officer. "PeopleSoft and Vantive have reputations
for quality technology and products and unparalleled focus on customer service,
and we're pleased to announce this union to our customers. Vantive has enormous
strengths in customer relationship management products and intellectual capital.
We needed a partner with back-office leadership, financial strength and market
reach. That partner -- hands down -- is PeopleSoft. We are very excited about
our future together."
"Vantive provides a truly compelling customer solution to complement
PeopleSoft's Applications for eBusiness," said Craig Conway, president and chief
executive officer of PeopleSoft. "PeopleSoft needed a partner that has embraced
the Internet as the next forum for global business, cares deeply about its
customers' successes, and has a world-class customer relationship management
product line. We got all of that and more with Vantive, and we look forward to
their becoming part of the PeopleSoft family."
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ABOUT PEOPLESOFT
PeopleSoft is a world leader in enterprise application software.
PeopleSoft provides eBusiness and analytic applications for human resource
management, financials, distribution, manufacturing and supply chain, along with
a range of industry-specific solutions. For more than 3,000 customers,
PeopleSoft applications offer greater flexibility, rapid implementation,
scalability across multiple databases and operating systems, and lower cost of
ownership. Customers include some of the largest multi-national organizations in
the world, as well as small- and medium-size businesses. All PeopleSoft software
products are backed by PeopleSoft Advantage Customer Service, a comprehensive
consulting, education and technical support program. Headquartered in
Pleasanton, California, PeopleSoft (www.peoplesoft.com) employs more than 6,000
people and had 1998 revenues of $1.3 billion.
ABOUT VANTIVE
Vantive (NASDAQ: VNTV - news) is a worldwide leader in customer
relationship management solutions with more than 850 customers and $163 million
in revenue in 1998. Vantive empowers companies to sell, support and service
customers through any channel of interaction - the Web, call center, e-mail, or
direct through sales and service representatives. The Vantive Enterprise is an
integrated software suite that leverages the Internet to increase sales,
marketing, call center, field service, help desk and web service effectiveness.
The Vantive Enterprise is differentiated by its high-performance, extremely
scalable architecture; web-based solutions; and time- and cost-effective
implementations. Vantive is supported by extensive software, consulting, and
service partner programs that provide further technology and vertical expertise
as well as integration support. 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 or www.vantive.com.
This release may contain projections or other forward-looking
statements regarding future events or the future financial performance of
PeopleSoft and Vantive that involve risks and uncertainties. Readers are
cautioned that these statements are only predictions and may differ materially
from actual future events or results. The forward-looking statements in this
release address a variety of subjects including, for example, the expected
closing date and the potential benefits of the merger. The following factors,
among others, could cause actual results to differ materially from those
described in these forward-looking statements: the inability of PeopleSoft and
Vantive to integrate their businesses successfully; the failure to realize the
synergies and other perceived advantages resulting from the merger; costs and
potential litigation associated with the merger; the failure to obtain the
approval of Vantive's stockholders; the inability to obtain, or meet conditions
imposed for, applicable regulatory and tax requirements relating to the merger;
the ability to retain key personnel both before and after the merger; and
increased competition and technological changes in the industries in which
PeopleSoft and Vantive compete. For a detailed discussion of these and other
cautionary statements, please refer to
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PeopleSoft's and Vantive's filings with the Securities and Exchange Commission,
including their respective Annual Reports on Form 10-K for the year ended
December 31, 1998 and their respective Quarterly Reports on Form l0-Q for the
quarter ended June 30, 1999.
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