-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AtMPLJyBt51BaU+Xe4fG7PU/ZuaTDvL6yeKuxYMz28QXCnsnZG0uH3lVFDiqcKQ3 z0WOazGMDAPnwjrz6ZahhQ== 0000950135-97-000183.txt : 19970122 0000950135-97-000183.hdr.sgml : 19970122 ACCESSION NUMBER: 0000950135-97-000183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970106 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 19970121 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOFTWARE 2000 INC /MA/ CENTRAL INDEX KEY: 0001002044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042734036 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27030 FILM NUMBER: 97507768 BUSINESS ADDRESS: STREET 1: 25 COMMUNICATIONS WAY STREET 2: DRAWER 6000 CITY: HYANNIS STATE: MA ZIP: 02601 BUSINESS PHONE: 5087782000 FORMER COMPANY: FORMER CONFORMED NAME: SOFTWARE 2000 INC /MA/ DATE OF NAME CHANGE: 19951012 8-K 1 SOFTWARE 2000, INC. CURRENT REPORT ON FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) JANUARY 6, 1997 SOFTWARE 2000, INC. (Exact Name of Registrant as Specified in Charter) MASSACHUSETTS 0-27030 04-2734036 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 25 COMMUNICATIONS WAY, HYANNIS, MA 02601 (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 778-2000 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release of the Company, dated January 6, 1997.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S. Effective on January 6, 1997, Software 2000, Inc. (the "Company") acquired all of the issued share capital (the "Time Capital") of Time (Open Systems) Limited, a corporation formed under the laws of the United Kingdom ("Time"), in exchange for cash and the issuance of Common Stock, $.01 par value, in the Company (the "Company Shares"). The Company purchased the Time Capital from the individuals indicated below, each a resident of the United Kingdom (the "Sellers"), for the consideration indicated:
Time Cash Company Sellers Capital Paid Shares - ------- ------- ---------- ------- Jeffrey William Ashford 15,000 $ 838,035 230,960 John Francis Thorley 15,000 $ 838,035 230,960 Gary George Richardson 15,000 $ 838,035 230,960 Paul Cahill 5,000 $ 279,345 76,987 ------ ---------- ------- Total 50,000 $2,793,450 769,867
The Company Shares were issued by the Company pursuant to an exemption from registration provided by Regulation S. Each of the Sellers represented to the Company that he was not a "U.S. person" (as defined in Regulation S). The sale and issuance of the Company Shares occurred outside the United States in an "offshore transaction" (as defined in Regulation S), and otherwise in compliance with Regulation S. There was no underwriter used in connection with the sale and issuance of the Company Shares. 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. SOFTWARE 2000, INC. Date: January 21, 1997 By: /s/ Frederick J. Lizza ------------------------------------- Frederick J. Lizza President and Chief Executive Officer 2 3 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 99.1 Press Release of the Company, dated January 6, 1997.
3 EX-99.1 2 PRESS RELEASE DATED JANUARY 6, 1997 1 Contact: - ------- Michael J. Greeley Lisa Petrocchi Software 2000 FitzGerald Communications Inc. (508) 778-2000 (617) 494-9500 Internet: michael_greeley@s2k.com Internet: lisa_petrocchi@fitzcomm.com SOFTWARE 2000 ACQUIRES TIME OPEN SYSTEMS, LTD; ACCELERATES ENTRY INTO MICROSOFT WINDOW NT BUSINESS APPLICATIONS MARKET Adds Financial Applications Suite for NT Operating Environment HYANNIS, Mass., -- January 6, 1997 -- Software 2000, Inc. (NASDAQ: SFWR), a leading developer of client/server business software, today announced that the company has acquired Time Open Systems, Ltd., a client/server financial management software development and sales firm based in the United Kingdom. Founded in 1990, Time is a thirty person organization which has developed high performance financial solutions for the Microsoft Windows NT environment. Time's scaleable solutions have been successfully installed in some of the largest private corporations and public sector organizations in the UK, including several Financial Times 100 firms. The acquisition of Time is effective immediately. Time will conduct business under the Software 2000 name. The transaction will be accounted for as a purchase. The total value of the transaction will amount to approximately $9 million USD in the form of Software 2000 shares and cash. "Today's action is a major step in our strategic program to transform Software 2000 into a global leader in the applications software business," said Frederick J. Lizza, President and CEO of Software 2000. "Time provides a complete suite of financial applications to expand and complement our Windows NT Human Resource Management product line which is currently under development. Time's experience in developing systems for markets outside North America will support our expanded international distribution initiatives. "We are very pleased to add a truly competitive product with outstanding technology for one of our strategic platforms just as they were beginning to capture the attention of the market. Our size and financial strength positioned us to seize this unique opportunity at this time." 2 "We have developed outstanding technology that our customers love," said Gary Richardson, Managing Director of Time. "These applications can compete with any in the industry. The real issue for us was achieving the scale to get these products into the hands of customers effectively. Software 2000 has the financial strength, size and breadth of distribution coverage that will provide the means for the products to reach their greatest potential." PRODUCTS FIT SOFTWARE 2000'S STRATEGIC PLAN FOR FUNCTIONALITY AND TECHNOLOGY The Time product line provides applications that functionally and technologically match Software 2000's business and platform directions. Software 2000's stated corporate goal is to deliver best-of-breed enterprise applications specifically designed for, optimized for, and native to the NT server platform in parallel with our AS/400 application support product lines. Functionally, Time's product's describe application business logic in the form of rules and provide the ability for the business rules to be customized to a particular customer's requirements without programming changes to the underlying transaction processing code. This capability offers a unique competitive advantage in the market, and Software 2000 will work toward incorporating that concept and related technology in future applications. Software 2000 anticipates that this capability addresses an unmet demand in the market - the ability for enterprises to purchase, install and implement a robust packaged business application and easily custom tailor portions of the business logic of the application. The Time products bring the potential for developing "mass customization" in enterprise business applications. On the technology front, Time's direction is to specialize on NT servers for the application server component of their applications, consistent with Software 2000's direction with the Microsoft Windows NT-based Human Resource product line currently under development. Time's underlying technology consists of the use of an object-oriented framework that facilitates reuse of code, efficiency and consistency between application modules - completely consistent with Software 2000's development strategy. PRODUCT RELEASE PLANS Software 2000 will immediately accelerate the marketing of Time applications in the UK and begin the process of introducing them on a worldwide basis. The Time applications will be enhanced to meet various local statutory accounting requirements prior to the introduction of the applications into the North American markets and they will be interfaced with the NT-based Human Resources product line under development at Software 2000. The company expects that the Time products will be generally available in the North American markets in the third quarter of calendar 1997, roughly the same time as the introduction of Software 2000's Human Resources product for NT servers. 3 Software 2000 offers a full range of client/server financial, human resources/payroll, materials management and process manufacturing business applications. Software 2000's products are designed to help companies thrive in a rapidly changing business environment by delivering exceptional functionality and a high-degree of flexibility. Software 2000 is committed to ensuring customers' success through superior products, service Software 2000 offers a full range of client/server financial, human resources/payroll, support and training -- and as a result, the company enjoys a 90+% customer retention rate, among the highest in the industry. Software 2000 has over 1,300 customers around the world representing a variety of industries including healthcare, hospitality, retail and process manufacturing. Founded in 1981, Software 2000 has 19 offices worldwide, with headquarters in Hyannis, Mass. Software 2000's homepage can be found at www.s2k.com. 6 -----END PRIVACY-ENHANCED MESSAGE-----