-----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, PHvmKfELS1fs+lTAT6G6TmTl4WQCs54uqFQtaILpbYJ5+V8NA0/qKMDxF4efAqDV lDIgKVnWCAQrlbBD0RWYuA== 0001104659-05-022392.txt : 20050511 0001104659-05-022392.hdr.sgml : 20050511 20050511083038 ACCESSION NUMBER: 0001104659-05-022392 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050509 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050511 DATE AS OF CHANGE: 20050511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAWSON SOFTWARE INC CENTRAL INDEX KEY: 0001141517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411251159 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33335 FILM NUMBER: 05818686 BUSINESS ADDRESS: STREET 1: 380 ST. PETER STREET CITY: MINNESOTA STATE: MN ZIP: 55102 BUSINESS PHONE: 6517674827 8-K 1 a05-9162_18k.htm 8-K

 

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 (Date of earliest event reported): May 9, 2005

 

LAWSON SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

 

Commission File Number: 000-33335

 

Delaware

 

41-1251159

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification Number)

 

 

 

380 St. Peter Street, St. Paul, Minnesota

 

55102-1302

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (651) 767-7000

 

Former name or former address, if changed since last report: Not applicable

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 1.01.  Entry into a Material Definitive Agreement

 

On May 11, 2005, Lawson Software, Inc. (Lawson) and International Business Machines Corporation (IBM) announced that on May 9, 2005 Lawson and IBM signed a  Master Relationship Agreement (MRA) and an OEM Software Agreement, both of which will take effect on June 1, 2005.  Under these agreements, Lawson will standardize its business applications portfolio on IBM’s open standards-based software and hardware, and the companies will jointly market these software solutions.  The MRA governs the joint marketing activities and has a three-year term.

 

Under the OEM Software Agreement, Lawson will bundle and distribute WebSphere® and other IBM software products with all of Lawson’s business application products that are designed to operate with these IBM programs.  Lawson may sublicense these IBM programs to all of its current clients in consideration of an aggregate sublicense fee payable quarterly to IBM from September 2005 through June 2008.  Commencing on the future release of Lawson’s 8.1.0 products, Lawson will pay IBM each quarter a royalty based on a percentage of Lawson’s net license fee revenue recognized on the licensing of Lawson-owned products to clients and prospects.  In consideration of software support provided by IBM to Lawson for these IBM programs, Lawson will pay IBM a fixed support fee in September and December 2005 and commencing with the quarter ending May 31, 2006, Lawson will pay IBM a quarterly support payment based on a percentage of Lawson’s net support revenue when recognized for the sale of support to Lawson clients for Lawson-owned products.  If Lawson merges with or acquires the capital stock or assets of another entity, Lawson may include that entity’s products under the OEM Software Agreement under terms to be negotiated between Lawson and IBM.  The OEM Software Agreement has an initial term of three years and may be extended by Lawson for two additional one-year terms.  Lawson may elect to terminate the OEM Software Agreement for convenience upon 90 days advance notice to IBM.

 

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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.

 

 

Lawson Software, Inc.

 

 

Date: May 11, 2005

 

By: /s/ Robert G. Barbieri

 

 

 

 Robert G. Barbieri

 

 

 Executive Vice President and Chief Financial
 and Performance Officer

 

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