-----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, WL+dJhAlK6dcvywDRky2uxRqe0D44HNBNuEbhzN3qys/8ubr63fmMdefz/oDZvJM N/fcZQ9lTQtHmzd1NG5VVg== 0001019687-03-001246.txt : 20030611 0001019687-03-001246.hdr.sgml : 20030611 20030611172311 ACCESSION NUMBER: 0001019687-03-001246 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030611 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERSISTENCE SOFTWARE INC CENTRAL INDEX KEY: 0001084400 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943138935 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25857 FILM NUMBER: 03741159 BUSINESS ADDRESS: STREET 1: 1720 SOUTH AMPHLETT BLVD., 3RD FLOOR CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6503417733 MAIL ADDRESS: STREET 1: 1720 S. AMPHLETT BLVD, 3RD FLOOR CITY: SAN MATEO STATE: CA ZIP: 94402 8-K 1 persistence_8k-061103.txt 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 JUNE 11, 2003 Date of Report (Date of earliest event reported) PERSISTENCE SOFTWARE, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 000-25857 94-3138935 (Commission File Number) (I.R.S. Employer Identification No.) 1720 SOUTH AMPHLETT BLVD., THIRD FLOOR SAN MATEO, CALIFORNIA 94402 (Address of principal executive offices, with zip code) (650) 372-3600 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. On June 5, 2002, the stockholders of Persistence Software, Inc. (the "Company") approved an amendment to the Company's Certificate of Incorporation effecting a 1-for-10 reverse split of the Company's common stock. The amendment was approved by the holders of at least a majority of the issued and outstanding shares of the Company's common stock. The reverse split will be effective as of 12:00 a.m. Eastern Standard Time on Thursday, June 12, 2003. As a result of the reverse stock split, every ten shares of the Company's old common stock will be converted into one share of the Company's new common stock. Fractional shares resulting from the reverse stock split will be settled by cash payment, based on the average of the closing sales price over the ten trading days prior to June 12, 2003. Beginning June 12, 2003, the Company's common stock will temporarily trade under the ticker "PRSWD" to signal to stockholders and the public that the company has implemented a reverse stock split. After 20 trading days, trading will resume under the ticker "PRSW". All stockholders holding physical stock certificates are required to surrender their old stock certificates in exchange for new stock certificates. The Company's stockholders should not send their stock certificates to the Company. Stockholders will be notified by the Company's transfer agent, U.S. Stock Transfer Corporation, regarding the process for exchanging existing stock certificates representing pre-split shares. Options and warrants to purchase the Company's common stock will be adjusted in accordance with their terms to reflect the reverse stock split. The full text of the Company's press release issued in connection with the foregoing matter is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits: 99.1 Press Release of Persistence Software, Inc. dated June 11, 2003. -2- 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. PERSISTENCE SOFTWARE, INC. Date: June 11, 2003 By: /s/ Christine Russell ----------------------- Christine Russell Chief Financial Officer PERSISTENCE SOFTWARE, INC. INDEX TO EXHIBITS Exhibit Number Description -------------- ----------- 99.1 Press Release of Persistence Software, Inc. dated June 11, 2003. EX-99.1 3 persistence_8kex99-1.txt EXHIBIT 99.1 Persistence Software, Inc. 1720 South Amphlett Boulevard San Mateo, California 94402 [Persistence logo] 650 372 3600 * 650 341 8432 Fax www.persistence.com Press Release Contact: Professional Investment Community and Media - -------- ------------------------------------------- Christine Russell Joe Diaz or Joe Dorame Chief Financial Officer RCG Capital Markets Group, Inc. Persistence Software, Inc. 480.675.0400 650.372.3648 russell@persistence.com PERSISTENCE SOFTWARE REVERSE STOCK SPLIT EFFECTIVE JUNE 12, 2003 SAN MATEO, CALIF. -- JUNE 11, 2003 -- Persistence(R) Software (NASDAQ: PRSW), a provider of data services software for distributed data access and management, today confirmed the board of directors decision to proceed with a 1-for-10 reverse stock split, after the stockholders overwhelmingly approved the reverse split proposals at the annual meeting of stockholders of the company held on June 5, 2003. The company believes that the immediate effect of the reverse split would be to increase the trading price of the company's common stock so that the company would be able to maintain compliance with Nasdaq SmallCap Market listing requirements. The reverse stock split is scheduled to take effect June 12, 2003, at which time Persistence will temporarily trade under the ticker "PRSWD" to signal to stockholders and the public that the company has implemented a reverse stock split. After 20 trading days, trading will resume under the ticker "PRSW". Christopher Keene, chief executive officer of Persistence Software, Inc., commented, "We believe that a reverse stock split that maintains our Nasdaq listing, providing the continued value of Nasdaq's liquidity and visibility, will send a message to our employees, customers and shareholders that we are confident in our business strategy for Data Services." As of June 12, 2003, stockholders will be entitled to receive one newly issued share of common stock for each 10 shares then held. No fractional shares of common stock will be issued as a result of the reverse stock split. Rather, each holder of common stock who would otherwise receive a fractional share of common stock will be entitled to receive an equivalent amount of cash in lieu of fractional shares, based on the average of the closing sales price over the ten trading days prior to June 12, 2003. Shortly after the effective date, stockholders will receive instructions regarding the method of exchanging the old stock certificates for new stock certificates. Stockholders need not do anything with their share certificates until they receive such instructions. U.S. Stock Transfer Corporation of Glendale, California is the Company's transfer agent and will act as the exchange agent for the purpose of implementing the exchange of stock certificates in relation to the reverse stock split. ABOUT PERSISTENCE Persistence Software provides to Global 2000 companies the Data Services infrastructure to create real-time, highly scalable applications without incurring the high costs of additional hardware and replicated databases. Data Services addresses a critical need for most global companies to eliminate costs from their highly fragmented data infrastructure by creating integrated and synchronized data across the enterprise. Founded in 1991, Persistence is a publicly traded company (NASDAQ: PRSW) with a large, established customer base. Over the past 11 years, Persistence pioneered the core data services technologies and has been awarded seven caching and mapping patents, some of which have been licensed to Sun and Cisco Systems. Persistence data services solutions power some of the world's most demanding applications, including those of Citibank, FedEx, Eurocontrol, Reuters, Sabre and Wells Fargo. Please visit http://www.persistence.com for more information. Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements involving risks and uncertainties, which could cause actual results to differ materially from those in such forward-looking statements. Potential risks and uncertainties include, but are not limited to, Persistence Software's limited operating history, potential fluctuations in our operating results, our potential need to raise cash in the future, uncertainties related to our long sales cycle, our reliance on a relatively small number of customers, our dependence on the Java programming language and the Enterprise JavaBeans standard becoming widely accepted standards, failure to manage our resources or attract and retain the services of key employees, our need to deliver products that are free of defects and errors and meet rapidly changing technology standards and customer requirements, our need to build a strong direct sales team and develop third party sales channels, our dependence on enterprise-wide system deployments, and our need to address competition from companies with substantially greater resources. Further information regarding these and other risks and uncertainties is included in our Annual Report on Form 10-K for the year ended December 31, 2002, the Form 10Q for the quarter ended March 31, 2003 and in our other filings with the Securities and Exchange Commission.(C) 2003 Persistence Software Inc. Persistence currently holds U.S. Patents Nos. 5,499,371; 5,615,362; 5,706,506; and 6,078,926. All other product, trademark, company, or service names mentioned herein are the property of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----