-----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, ANP6Yjqju8AUh4TlB6T7Cgcu9GdPjWlvaaAQAHCoZa2wxlgK7aR6hZ5rzz++pX9Z POlNhA6+hER6kYkcZayfxw== 0000950144-99-007887.txt : 19990623 0000950144-99-007887.hdr.sgml : 19990623 ACCESSION NUMBER: 0000950144-99-007887 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990621 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELITA INTERNATIONAL CORP CENTRAL INDEX KEY: 0001034956 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 581378534 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22317 FILM NUMBER: 99649621 BUSINESS ADDRESS: STREET 1: 5051 PEACHTREE CORNERS CIRCLE CITY: NORCROSS STATE: GA ZIP: 30092-2500 BUSINESS PHONE: 7702394000 MAIL ADDRESS: STREET 1: 5051 PEACHTREE CORNERS CIRCLE CITY: NORCROSS STATE: GA ZIP: 30092-2500 8-K 1 MELITA INTERNATIONAL CORPORATION 1 ================================================================================ UNITED STATES 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: June 21, 1999 (Date of earliest event reported): June 15, 1999 MELITA INTERNATIONAL CORPORATION (Exact name of Company specified in its charter)
GEORGIA 0-22317 58-1378534 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation or organization)
5051 PEACHTREE CORNERS CIRCLE NORCROSS, GEORGIA 30092-2500 (Address of principal executive offices) (Zip Code) (770) 239-4000 (Company's telephone number, including area code) =============================================================================== 2 ITEM 5. OTHER EVENTS On June 15, 1999, Melita International Corporation announced the execution of a definitive agreement to acquire eShare Technologies, Inc. A copy of the press release announcing this event is attached as Exhibit 99.1 and incorporated herein. Also, on June 15, 1999, Melita International Corporation announced the acquisition of smallwonder! Softworks, Inc. in a cash transaction which falls below the required reporting threshold of Item 2 of this Form and Rules 3-05 and 11-01 of Regulation S-X. A copy of the press releases announcing this event is attached as Exhibit 99.2 and incorporated herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS a) Not Applicable b) Not Applicable c) Exhibits: 99.1 - Press Release Regarding eShare Technologies, Inc. 99.2 - Press Release Regarding smallwonder! Softworks, Inc. 3 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. MELITA INTERNATIONAL CORPORATION /s/ Dan K. Lowring ----------------------------------------- DAN K. LOWRING Vice President, Administration, Chief Financial Officer Date: June 21, 1999 4 EXHIBIT INDEX
Exhibit Page No. - ------- -------- 99.1 Press Release Regarding 5 eShare Technologies, Inc. 99.2 Press Release Regarding 7 smallwonder! Softworks, Inc.
EX-99.1 2 PRESS RELEASE REGARDING ESHARE TECHNOLOGIES, INC. 1 Exhibit 99.1 Melita International to Acquire eShare Technologies, Inc. Combined Entity to Provide Internet and Telephony-based, Multi-Media Customer Contact Solutions NORCROSS, GA (June 15, 1999) - Melita International (NASDAQ: MELI), a leading provider of customer contact management solutions, today announced the signing of a definitive agreement with eShare Technologies, a leading provider of real-time customer service and interactive communication solutions for e-commerce and online communities. Under the terms of the agreement, Melita will exchange 5.5 million shares of its common stock for all outstanding shares of eShare Technologies. The deal is subject to shareholder approval of both companies. eShare Technologies has achieved industry-wide recognition as the pre-eminent expert in people-to-people interactions on the Internet, supplying application software and services to businesses, consumers and community sites for more than 1,000 customers worldwide. These innovative technologies include Internet-based software for business-to-business and business-to-consumer markets to facilitate e-commerce. "The power of eShare's Internet applications, coupled with the innovation of Melita's enterprise customer contact solutions, adds a whole new dimension to the world of customer relationship management by bringing Internet-based customer interaction and call center-based communication together," said Aleksander Szlam, Melita chairman and chief executive officer. "Together, we will redefine customer services and e-commerce experiences. For example, we will introduce multi-channel, real-time customer collaboration and enhanced communication services. These new services, supporting channels such as web sharing, email, chat and comprehensive voice/mixed-media, will help transform virtually all businesses into customer sensitive service providers. We believe this acquisition creates the first of its kind cross-market software solution, addressing both the business world and the entire consumer market." A recent Forrester Research report indicates that worldwide e-commerce transactions are projected to grow from $32 billion in 1998 to over $400 billion by 2002, creating a market of nearly $4 billion for Internet commerce software tools. In addition to Melita's core market, the combined entity will address this rapidly growing market segment. eShare Technologies will become a business unit of Melita International and its president and chief executive officer, James Tito, will become the division's president. Tito will also join Melita's senior management team as an executive vice president. "We are extremely excited about the vast opportunities this presents for our clients, their customers and for the new Melita," said Tito. "Together with Melita and more than 1,600 combined client sites, we will be setting new levels for delivering comprehensive, end-to-end collaborative solutions in the emerging Internet/customer care market." About eShare Technologies eShare Technologies, Inc. (www.eshare.com) delivers powerful enterprise-class interaction software and services that are crucial for eBusiness. These innovative technologies include web-based customer service and support, customer service, live conferencing and events, distance learning, Community chat, threaded discussion forums, and custom integration tools. eShare's customers include five of the top ten most visited internet sites, along with major e-commerce retailers and community sites. 2 About Melita International Melita International (NASDAQ: MELI) is the leading total-solution provider of integrated customer interaction and intelligent contact management applications that enable businesses to automate their contact center activities, enhance telephone and Internet-based customer commerce and provide a superior level of Customer Care(R). Consumers also benefit from Melita's intelligent contact blending capabilities because on-hold times can be dramatically reduced or eliminated. Melita's more than 600 customer sites in 30 countries on six continents include leading organizations in the financial services, retail, media, communications and service bureau industries. In 1999, Investors Business Daily recognized Melita as having one of the best earnings increases in the United States, and Forbes ASAP named Melita #38 in its "Dynamic 100" listing. In 1998, BusinessWeek ranked the company #26 in its prestigious annual "Hot Growth Companies" listing and Forbes Magazine listed Melita #40 in its list of "200 Best Small Companies." Melita International's Web address is http://www.melita.com. Contact: Michelle Rowley Melita International Voice: 770-239-4484 Email: mrowley@melita.com Website: www.melita.com This press release contains forward-looking statements relating to product integration, functionality and benefits, revenue from operations, marketing strategies and product development processes. Such statements are made based on management's belief as well as assumptions made by, and information currently available to, management, pursuant to the 'safe-harbor' provisions of the Private Securities Litigation Reform Act of 1995. While these statements reflect our best current judgment, they are subject to risks and uncertainties that could cause a change in focus and direction. A discussion of certain risk factors that may cause actual results to differ from these forward-looking statements can be found in Melita's Form 10-K for the period ended December 31, 1998, on file with the SEC. EX-99.2 3 PRESS RELEASE REGARDING SMALLWONDER! SOFTWORKS 1 Exhibit 99.2 Melita International Acquires smallwonder! Softworks, Inc. Acquisition Expands Melita's Presence in the Customer Management Market NORCROSS, GA -- (June 15, 1999) - Melita International (NASDAQ: MELI), a leading provider of customer contact management solutions, today announced that it has acquired smallwonder! Softworks, Inc., a developer of NT-based, web-enabled computer telephony software for call centers. Under the terms of the agreement, Melita International will obtain the rights to smallwonder!'s intellectual property relating to the business, including all software products and inventory relating to current operations. smallwonder! Softworks has installations in approximately 25 small-to-mid size call centers for customers conducting customer service, telesales, fund raising, marketing research, polling, and collections. Aleksander Szlam, Melita chairman and chief executive officer, stated, "The acquisition of smallwonder! Softworks is an exciting moment in Melita's 15 year history. Their products provide us with the ability to address different markets than we have traditionally targeted. Just as important, it fits our international and distribution strategy as well. The synergy of our architectures further allows Melita to offer a common telephony platform across our product lines, making upgrades easy for all of our customers." The acquisition will expand and complement Melita International's existing contact center management business, which currently includes the Melita Explorer family of outbound and blended contact management solutions. smallwonder! Softworks' flagship product is an integrated call center management system which includes intelligent predictive dialing, inbound call processing, call blending, unlimited scripting, transaction recording and playback, data management utilities and reports. The products will be sold, distributed, and supported by Melita International and its channel partners. The company's Leesburg, VA location will remain a development and support operation. "Melita is the perfect fit for us from both a product and sales and marketing perspective," said Bruce Barker, president of smallwonder! Softworks. "We're excited about the immediate opportunity to provide our product solutions on a global basis through Melita channels and the integration plans for the two product lines moving forward. Becoming part of the Melita family means a great deal to everyone at smallwonder!." Barker will become a senior vice president of Melita, managing smallwonder!'s operations. "We are particularly excited about how well the company's products and target markets fit into Melita's growth strategy," said John Lamb, senior vice president of corporate development. "For example, we market robust, feature-rich solutions that are unparalleled in their functionality and capabilities, yet mainly targeted at larger corporations that require highly integrated solutions. smallwonder!, on the other hand, offers a scaleable, fully functional solution geared toward the rapid deployment needs of small-to-medium size businesses. Our expanded offering will allow mid-sized call centers with both inbound and outbound requirements to conduct business with a single company, providing them with a migration path into a more fully integrated, robust enterprise solution down the road." About Melita International Melita International (NASDAQ: MELI) is the leading total-solution provider of integrated customer interaction and intelligent contact management applications that enable businesses to automate their contact center activities, enhance telephone and Internet-based customer commerce and provide a superior level of Customer Care. Consumers also benefit from Melita's intelligent contact blending capabilities because on-hold times can be dramatically reduced or eliminated. Melita's more than 600 customer sites in 30 countries on six continents include leading organizations in the financial services, retail, media, communications and service bureau industries. In 1999, Investors Business Daily recognized Melita as 2 having one of the best earnings increases in the United States, and Forbes ASAP named Melita #38 in its "Dynamic 100" listing. In 1998, BusinessWeek ranked the company #26 in its prestigious annual "Hot Growth Companies" listing and Forbes Magazine listed Melita #40 in its list of "200 Best Small Companies." Melita International's Web address is http://www.melita.com. Contact: Michelle Rowley Melita International Voice: 770-239-4484 Email: mrowley@melita.com Website: www.melita.com This press release contains forward-looking statements relating to product integration, functionality and benefits, revenue from operations, marketing strategies and product development processes. Such statements are made based on management's belief as well as assumptions made by, and information currently available to, management, pursuant to the 'safe-harbor' provisions of the Private Securities Litigation Reform Act of 1995. While these statements reflect our best current judgment, they are subject to risks and uncertainties that could cause a change in focus and direction. A discussion of certain risk factors that may cause actual results to differ from these forward-looking statements can be found in Melita's Form 10-K for the ended December 31, 1998, on file with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----