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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): March 14, 1998
Logic Works, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
00-26810 22-2663477
(Commission File Number) (I.R.S. Employer Identification No.)
111 Campus Drive, Princeton, New Jersey 08540
(Address of Principal Executive Offices) (Zip Code)
(609) 514-2124
(Registrant's Telephone Number, Including Area Code)
N.A.
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On March 16, 1998, Logic Works, Inc. (the "Company") entered into
an Agreement and Plan of Merger (the "Agreement"), dated March 14,
1998, among PLATINUM technology, inc. ("PLATINUM"), PT Acquisition
Corporation II ("Sub"), a wholly owned subsidiary of PLATINUM, and
the Company. Pursuant to the Agreement, and subject to the terms
and conditions thereof, the Company will become a wholly-owned
subsidiary of PLATINUM and PLATINUM will exchange 0.5769 shares of
PLATINUM common stock for each share of the Company's common stock.
On March 16, 1998, the Company issued a press release announcing the
Agreement, a copy of which is attached hereto as Exhibit 99. The
information contained in the press release is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
99 Press release, dated March 16, 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.
Logic Works, Inc.
-----------------------------------
(Registrant)
By: /s/ Gregory A. Peters
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Name: Gregory A. Peters
Title: President and Chief Executive Officer
Dated: March 18, 1998
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Exhibit 99
For Press Inquiries
Rich Dobinski David Resnic Lina Page
PLATINUM technology, inc. Brodeur Porter Novelli PR Logic Works, Inc.
(630) 691-0657 (617) 587-2841 (609) 514-2836
[email protected] [email protected] [email protected]
For Investment Analyst Inquiries:
Maria Dalesandro Ken Zeng
PLATINUM technology, inc. Logic Works, Inc.
(630) 691-0771 (609) 514-2124
[email protected] [email protected]
PLATINUM technology to Acquire Data Modeling Leader Logic Works
Combination of PLATINUM Paradigm Plus and Logic Works' ERwin
establishes new leader in enterprise modeling market
OAKBROOK TERRACE, IL, MARCH 16, 1998 -- PLATINUM technology, inc. (NASDAQ: PLAT)
today announced it has signed a definitive agreement to acquire Logic Works,
Inc. (NASDAQ: LGWX), which offers the industry's best-selling data modeling
solution. Together, PLATINUM and Logic Works will be the clear leader in
enterprise modeling, offering the industry's most comprehensive solution for
modeling application components, databases and business processes. The combined
offerings of both companies will provide an unparalleled solution for
application developers, database administrators and data warehouse managers.
Through the use of enterprise modeling, an organization can build a strong
information technology foundation by defining its business processes and
creating a "blueprint" of its application and data requirements, and how they
relate to one another. This enables an organization to more easily reuse and
share data and application components, and improve communication between
business and development teams. The market for enterprise modeling solutions is
expected to grow to $1.9 billion by 2001.
"This accretive acquisition is a significant addition to PLATINUM's business,
and will greatly benefit customers, employees and shareholders," said Andrew
"Flip" Filipowski, president and CEO of PLATINUM. "Through our complementary
markets and distribution channels, we will accelerate revenue growth and create
a rich environment for sales in application lifecycle, data warehouse and
database management solutions."
"Combining Logic Works and PLATINUM steps up our industry-leading enterprise
modeling position," said Gregory A. Peters, president and CEO of Logic Works.
"The Logic Works product suite has seen steady adoption at the enterprise level
over the last 18 months, with an
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accompanying increase in profitability and sales productivity. Unlike other
vendors, PLATINUM offers a broad perspective of the IT enterprise that will
strengthen our offering to a diverse group of customers. Joining PLATINUM will
clearly accelerate our successful business strategy."
"PLATINUM and Logic Works have a tremendous amount of combined talent in
enterprise modeling," said Ed Miller, senior vice president of application
lifecycle solutions for PLATINUM. "The combination of Logic Works' ERwin, the
award-winning data modeling solution, and PLATINUM Paradigm Plus, a leading
object-oriented analysis and design solution and the first implementation of the
Object Modeling Group's Unified Modeling Language, establishes PLATINUM as the
leader in the enterprise modeling market."
The combination of PLATINUM and Logic Works offers a number of key synergies:
- Logic Works is the number one data modeling vendor, with over 50,000
users in 7,000 companies worldwide. Its ERwin product has won DBMS
Magazine's "Reader's Choice Award" six years in a row, as well as 1997
awards from Data Management Review, Database Programming & Design, and
Visual Basic Programmer's Journal. This complements PLATINUM's
recognized leadership in application component and business process
modeling, as well as database management and data warehouse solutions.
- Logic Works is the leader in data warehouse design tools, with 42
percent of the market (META Group, "Data Warehouse Marketing
Trends/Opportunities," January 1998). PLATINUM offers the industry's
most comprehensive solution for building and managing data warehouses.
- PLATINUM's and Logic Works', product lines have minimal overlap and
provide significant cross-selling opportunities to PLATINUM's
infrastructure management solutions.
Logic Works has a strong financial position with approximately $40 million in
cash and over $50 million in revenue for 1997. Logic Works had compounded
revenue growth of 280 percent over the past three years.
Under the terms of the acquisition, Logic Works will become wholly-owned
subsidiary of PLATINUM. PLATINUM will exchange .5769 of a share of PLATINUM
common stock for each share of Logic Works common stock. Based on PLATINUM's
closing price of $26.56 on March 13, 1998, the implied purchase price for Logic
Works is approximately $174.8 million, net of cash and option proceeds and
before transaction expenses. The acquisition, which has been approved by the
boards of both companies, is subject to the filing of a registration statement
with the Securities and Exchange Commission, the approval of shareholders of
Logic Works, and other legal and regulatory conditions customary in such
agreements. The acquisition is expected to be additive to PLATINUM's earnings
per share following the closing of the transaction. It is expected that the
acquisition--anticipated to be
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completed in mid-1998--will qualify as a tax-free reorganization and be
accounted for as a pooling of interests.
Logic Works' Product Portfolio
Logic Works' products complement PLATINUM's solutions for application lifecycle,
database management, and data warehousing. Logic Works' products are:
- ERwin, award-winning database design tool
- BPwin, business process modeling tool
- TESTBytes, test data generation tool
- OR Compass, object-relational modeling tool
- ModelMart, industry-leading model management system
- Universal Directory, advanced information directory
About Logic Works
Logic Works is a leading provider of modeling and design solutions. These
solutions cover client/server database design, data warehouse, and business
process reengineering. Logic Works' tools are adaptable to a wide variety of
leading technologies, providing an open and easy-to-use solution. Logic Works is
headquartered in Princeton, New Jersey, with Federal government offices in
Washington, DC, and international offices in Australia, the United Kingdom and
Germany. Logic Works also has key distributors in the Far East and in 42
countries worldwide. For more information on Logic Works' products and services,
visit the Logic Works Web site at http://www.logicworks.com. On CompuServe, type
GO LOGICWORKS.
About PLATINUM Paradigm Plus
Paradigm Plus is an object-oriented analysis and design solution. It enables
application developers to build strategic, multi-tiered enterprise applications
by supporting Enterprise Component Modeling, a strategy for rapid application
delivery that utilizes object technology and component-based development
techniques. With Paradigm Plus, organizations can identify business
requirements, model and build reusable application components, and manage
information systems over the long term.
About PLATINUM technology
PLATINUM technology, headquartered at Oakbrook Terrace, Illinois, with 1997
revenues of more than $600 million, provides software and services that help IT
organizations manage
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and improve the IT infrastructure. Solutions include database and systems
management, data warehousing and decision support, application infrastructure
management, and Year 2000 reengineering. For information, visit
www.platinum.com.
Safe Harbor Provision
The statements contained in this release regarding PLATINUM's future operating
results and performance and business prospects - including results, performance
and prospects reflecting PLATINUM's acquisition of Logic Works -- are
"forward-looking statements" subject to the safe harbor created by the Private
Securities Litigation Reform Act of 1995. Where possible, the words "expect,"
"believe," and similar expressions, as they relate to PLATINUM or its
management, have been used to identify such forward-looking statements. These
statements reflect PLATINUM's current beliefs and specific assumptions with
respect to future business decisions and are based on information currently
available to PLATINUM. Accordingly, the statements are subject to significant
risks, uncertainties and contingencies which could cause PLATINUM's actual
operating results, performance or business prospects to differ from those
expressed in, or implied by, these statements. These risks, uncertainties and
contingencies include the risk that the acquisition of Logic Works will not be
consummated, the maturation and success of PLATINUM's software infrastructure
strategy, risks inherent in conducting international business, risks associated
with conducting a professional services business, changes in PLATINUM's product
and service mix and product and service pricing, the effectiveness of PLATINUM's
efforts to control operating expenses, general economic and business conditions
in the United States and other countries in which PLATINUM sells its products
and services, charges and costs related to acquisitions, and PLATINUM's ability
to: develop and market existing and acquired products for the information
technology infrastructure market; successfully integrate its acquired products,
services and businesses and continue its acquisition strategy; adjust to changes
in technology, customer preferences, enhanced competition and new competitors in
the software infrastructure and professional services markets; protect its
proprietary software rights from infringement or misappropriation; maintain or
enhance its relationships with relational database vendors; and attract and
retain key employees. PLATINUM is not obligated to update the information
contained in this press release.
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All PLATINUM technology, inc. product names and product category names are
trademarks of PLATINUM technology, inc. Other company names and product names
referenced herein may be trademarks or registered trademarks of the respective
corporation.
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