-----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, EvLwoPBJ4itNcfx7QZQPm1LwgJBrRS2sGgdpMBxyW0bZ4majBG3SxSzsFHQhI/jw wZExeFzrwCEnc7wyqaDuJA== 0001169232-03-006029.txt : 20031015 0001169232-03-006029.hdr.sgml : 20031013 20031015103046 ACCESSION NUMBER: 0001169232-03-006029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031001 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROUP 1 SOFTWARE INC CENTRAL INDEX KEY: 0000023055 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 520852578 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15255 FILM NUMBER: 03940879 BUSINESS ADDRESS: STREET 1: 4200 PARLIMENT PLACE STREET 2: SUITE 600 CITY: LANHAM STATE: MD ZIP: 20706-1860 BUSINESS PHONE: 3019180400 MAIL ADDRESS: STREET 1: 4200 PARLIAMENT PLACE, SUITE 600 STREET 2: 4200 PARLIAMENT PLACE, SUITE 600 CITY: LANHAM STATE: MD ZIP: 20706 FORMER COMPANY: FORMER CONFORMED NAME: COMNET CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER NETWORK CORP DATE OF NAME CHANGE: 19851117 8-K 1 d57122_8k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 ------------------------------- Date of Report: October 1, 2003 Group 1 Software, Inc. (Exact name of registrant as specified in its charter) Delaware 0-6355 52-0852578 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 4200 Parliament Place, Suite 600, Lanham, Maryland 20706-1844 (Address of principal executive offices) (Zip Code) (301) 918-0400 (Registrant's telephone number, including area code) Item 2. Acquisition or Disposition of Assets. On October 1, 2003, Group 1 Software, Inc., a Delaware corporation ("Group 1"), and Sagent Technology, Inc., a Delaware corporation ("Sagent"), consummated the transaction contemplated in the Agreement for the Purchase and Sales of Assets dated April 15, 2003 (the "APA") subject to the Agreement between Group 1 and Sagent, dated October 1, 2003 (the "October 1 Agreement"), filed herewith, pursuant to which Group 1 has purchased specifically identified assets and assumed specifically identified liabilities of Sagent (the "Purchase") as of October 1, 2003. In consideration for the Purchase, Group 1 has delivered $6,000,000 in cash, forgiven $7,000,000 in debt and will deliver $4,000,000 less adjustments in accordance with the APA, plus interest, in cash at a future date. The cash consideration for the acquisition was paid from Group 1's working capital and it is anticipated that future payments will also be made from working capital. Group 1 will account for the transaction as an asset purchase. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits a) Financial Statements. The required financial statements will be filed as soon as practicable, but not later than 60 days after the filing of this 8k report. b) Pro Forma Financial Statements. The required pro forma financial statements will be filed as soon as practicable, but not later than 60 days after the filing of this Form 8-K report. (1) Press release dated October 1, 2003, issued by the Registrant. (10.10) Agreement between Group 1 Software, Inc. and Sagent Technology, Inc., dated October 1, 2003. -2- SIGNATURE 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, thereunto duly authorized. Group 1 Software, Inc. By: /s/ Mark D. Funston ---------------------------- Name: Mark D. Funston Title: Chief Financial Officer Date: October 15, 2003 -3- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- (1) Press release dated October 1, 2003 issued by the Registrant. (10.10) Agreement between Group 1 Software, Inc. and Sagent Technology, Inc., dated October 1, 2003. -4- EX-1 3 d57122_ex1.txt PRESS RELEASE Exhibit 1 FOR IMMEDIATE RELEASE October 1, 2003 Group 1 Software Completes Purchase of Sagent Assets Powerful Combination of Data Quality and Data Integration Technology Maximizes Value of Customer Information Lanham, MD and Mountain View, CA - Group 1 Software (Nasdaq: GSOF) and Sagent Technology, Inc. (OTCBB: SGNT_OB) today announced completion of the acquisition of the Sagent assets by Group 1. "We are very pleased to complete the Sagent transaction, which enables us to offer the market's widest array of data quality, integration and enrichment technologies," said Bob Bowen, CEO of Group 1 Software. "Sagent gives us leading data integration and business geographics software, talented personnel and a wealth of new customers worldwide. Additionally, Sagent's strong global presence provides strategic sales and distribution opportunities for Group 1's core technology in growing markets such as Japan, South Korea, China and other areas of Southeast Asia while increasing Group 1's market strength in Europe. Domestically, our sizable sales organization is well positioned to increase the market opportunities for Sagent's data integration and business geographics technologies." "In the recent months, Group 1 customers in both of our operating divisions have demonstrated significant interest in the Sagent technology, while Group 1's technology has been well received among Sagent's installed base," continued Bowen. "Since the acquisition was announced, Group 1 and Sagent have teamed successfully on a number of joint sales efforts." "I'm extremely pleased with this transaction since we believe it provides for a successful outcome for our shareholders, employees, distribution partners and customers," said Andre M. Boisvert, Chairman and CEO of Sagent. Group 1 plans to continue to support Sagent's Data Flow product for data extraction, transformation and loading (ETL), which will be marketed as a standalone offering as well as integrated with Group 1's data quality solutions. Utilizing Data Flow, organizations can enhance customer relationship management (CRM), business intelligence, enterprise information integration (EII) and enterprise resource planning (ERP) initiatives. Sagent's Centrus technology will enable Group 1 to go to market with the broadest array of business geographics software available. -5- Group 1 is immediately launching development programs to enable Data Flow to be used on additional Unix platforms (IBM AIX and HP UX) and to build out its core functionality to meet expanded and future market demands. Additional initiatives will be undertaken in the coming months to enhance the competitiveness of Centrus technologies as well. About Group 1 Software Group 1 Software (Nasdaq: GSOF) is a leading provider of solutions that help over 3,000 organizations worldwide maximize the value of their customer data. Group 1 provides industry-leading technologies that allow businesses to cleanse and enrich their corporate data, generate personalized customer communications and integrate and deliver data across the enterprise. These technologies are essential components of enterprise applications including customer relationship management (CRM), enterprise resource planning (ERP) and business intelligence systems. Founded in 1982 and headquartered in Lanham, Maryland, Group 1 offers solutions utilized by leaders in the financial services, banking, GIS/mapping, retail, telecommunications, utilities, insurance and other industries. The company's customer base includes such recognized names as Charles Schwab, Entergy, GEICO, L.L. Bean, QVC, Siemens, Wal-Mart and Wells Fargo. For more information about Group 1, visit the company's Web site at http://www.g1.com. ### Group 1 Contacts: Media Contact Investor Contacts David Peikin Mark Funston Charles Messman Group 1 Software, Inc. Group 1 Software, Inc. MKR Group 301.918.0818 301.918.0381 626.395.9500 pr@g1.com mark_funston@g1.com cmessman_@mkr-group.com Sagent Contacts: Sagent Contact Patty Szoka Sagent Technology, Inc. 650.815.3258 pszoka@sagent.com Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation reform Act of 1995. This press release may contain statements relating to Group 1's future plans, events or performance. Words like "is well positioned to increase," "plans to continue," "will enable," and "will provide" are intended to identify forward-looking statements. Such statements may involve risks and uncertainties, including risks associated with uncertainties pertaining to customer orders, demand for products and services, development of markets for Group 1's products and services and other risks identified in Group 1's SEC filings. Group 1's actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which address the conditions as they are found on the date of this press release. Group 1 undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances that arise after the date of this press release or to reflect the occurrence of unanticipated events. Group 1 Software, Sagent and Centrus are registered trademarks and Data Flow is a trademark of Group 1 Software, Inc. All other brand names, trademarks and registered trademarks are the property of their respective owners. -6- EX-10.10 4 d57122_ex10-10.txt AGREEMENT Exhibit 10.10 October 1, 2003 Sagent Technology, Inc. 800 West El Camino Real Suite 300 Mountain View, California 94040 Attention: Chief Executive Officer Ladies and Gentlemen: Reference is made to the Asset Purchase Agreement, dated as of April 15, 2003, by and between Sagent Technology, Inc. ("Sagent") and Group 1 Software, Inc. ("Group 1") (the "Agreement"). All capitalized terms used and not otherwise defined herein shall have the same meaning as in the Agreement. This letter agreement will confirm that the parties signing this letter hereby agree to and acknowledge the following: 1. As soon as practicable following the Closing Date, but in no event later than October 15, 2003, Sagent shall deliver to Group 1 all of the issued and outstanding capital stock of Sagent France, S.A. (the "France Subsidiary"). Sagent shall take all action necessary and appropriate at its own cost and expense, to ensure that the transfer of the capital stock of the France Subsidiary to Group 1 is effective and such transfer and operations of the France Subsidiary comply with all applicable laws, regulations and procedures, including, if applicable, (a) obtaining appropriate approvals of the board of directors and shareholders of the France Subsidiary for the transfer, closing of the yearly accounts of the France Subsidiary, and to carry on the activity of the France Subsidiary despite the loss of one half of its share capital, (b) filing of accounts of the France Subsidiary and other documents or instruments with the Commercial Court of Versailles, and (c) reinstating the France Subsidiary's net assets to at least one half of its share capital and/or taking such other actions as may be permitted to ensure that the France Subsidiary complies with applicable net asset requirements, as agreed to between Group 1 and Sagent. 2. As soon as practicable following the Closing Date, but in no event later than October 10, 2003, Sagent shall deliver to Group 1 all of the issued and outstanding capital stock of Sagent Technology GmbH (the "Germany Subsidiary"). Sagent shall take all action necessary and appropriate at its own cost and expense, to ensure that the transfer of the capital stock of the German Subsidiary is effective and complies with all applicable laws, regulations and procedures, including obtaining the appropriate apostilles for the power of attorney and secretary's certificate of Sagent. 3. Sagent agrees and covenants that, until such time as Sagent shall have transferred the capital stock of the German Subsidiary and the France Subsidiary to Group 1 (or, in the case of the France Subsidiary, until such time as Group 1 exercises its right to elect not to purchase the -7- France Subsidiary (as described in paragraph 8 below)), except as otherwise consented to by Group 1 in writing, it shall cause each of the German Subsidiary and the France Subsidiary not to (i) declare or pay any dividend or other distribution in respect of its capital stock, (ii) enter into any contract or commitment, or (iii) sell, transfer or dispose of any of its assets or properties. 4. As soon as practicable following the Closing Date, but in no event later than October 10, 2003, Sagent shall deliver to Group 1 the information with respect to each of the Acquired Subsidiaries as specified in Section 6.1(n) of the Agreement, as of December 31, 2002. 5. As soon as practicable following the Closing Date, but in no event later than October 10, 2003, Sagent shall deliver to Group 1 duly executed Transfer Tax Returns to be filed in each jurisdiction in which any parcel of Real Property is located; provided, however, that Sagent shall not be obligated to deliver Transfer Tax Returns to the extent such returns are not required by the applicable jurisdiction, as determined by Group 1. 6. As soon as practicable following the Closing Date, but in no event later than October 15, 2003, Sagent shall execute and deliver such other instruments of transfer, conveyance, assignment and confirmation and take such other action as Group 1 may request as necessary or desirable in order to more effectively transfer, convey and assign to Group 1, the capital stock of each of the Acquired Subsidiaries and Sagent (Asia Pacific) Pte Ltd. (together with the Acquired Subsidiaries, the "Purchased Subsidiaries"), including, without limitation, delivery of original executed documents in and original share certificates of the Purchased Subsidiaries, and appropriate resolutions of the board of directors of the Purchased Subsidiaries approving such transfer. For the purposes of this paragraph 6, "Purchased Subsidiaries" shall not include the France Subsidiary to the extent Group 1 elects not to accept the transfer thereof pursuant to paragraph 8 below. 7. Notwithstanding anything to the contrary contained in the Agreement, it is agreed and understood that Group 1 shall be entitled to retain for itself from the Holdback Amount any Losses incurred by Group 1, its Representatives and Affiliates arising out of or related to (i) the failure of Sagent to comply with paragraphs 1 or 2 above, (ii) the failure of Sagent to deliver to Group 1 the capital stock of the France Subsidiary as of the Closing Date, (iii) the failure of Sagent to deliver to Group 1 the capital stock of the German Subsidiary as of the Closing Date, (iv) the failure of Sagent to comply with paragraph 6 above in a timely manner, which causes Group 1 to fail to register or otherwise effectuate the transfers of the Purchased Subsidiaries with the respective governmental authorities of the jurisdictions of the Purchased Subsidiaries within the respective time period of such jurisdictions, and (v) the failure of Sagent to deliver to Group 1 the Transfer Tax Returns contemplated by Section 3.2(g) of the Agreement as of the Closing Date. 8. Notwithstanding anything to the contrary contained in the Agreement, Group 1 shall have the right to elect not to accept the transfer of the capital stock of the France Subsidiary to Group 1 if Sagent fails to (a) satisfy any of its obligations as set forth in Section 1 herein or (b) deliver to Group 1 the information with respect to the France Subsidiary as specified in Section 6.1(n) of the Agreement, as of December 31, 2002 in accordance with paragraph 3 above. In the event that Group 1 elects not to accept the transfer of the capital stock of the France Subsidiary (and the parties do not otherwise agree for Group 1 to purchase -8- substantially all of the assets of the France Subsidiary), the calculation of Net Assets, for purposes of preparing the Statement of Net Assets pursuant to Section 2.6 of the Agreement, shall not include the net book value of the France Subsidiary. This letter agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original and all of which counterparts, when taken together, shall construct one and the same agreement. This letter agreement shall be governed by and construed and enforced in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of New York. [SIGNATURE PAGE FOLLOWS] -9- If the foregoing correctly sets forth our understanding as to the matters covered hereby, please execute and return to the undersigned the enclosed copy of this letter. Very truly yours, GROUP 1 SOFTWARE, INC. By: /s/ Edward R. Weiss ----------------------------- Name: Edward R. Weiss Title: Secretary ACCEPTED AND AGREED TO: SAGENT TECHNOLOGY, INC. By: /s/ Andre Boisvert -------------------------------- Name: Andre Boisvert Title: Chief Executive Officer -10- -----END PRIVACY-ENHANCED MESSAGE-----