-----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, UAAU8xZuVVOUHkNspXHVVjLHZUONfSodCkH6X9kqm2zWy2OGerAF6bGkqFBAb4WR ZnTvSZ88kUWQkOUb1lOabQ== 0000950133-00-000003.txt : 20000104 0000950133-00-000003.hdr.sgml : 20000104 ACCESSION NUMBER: 0000950133-00-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EIS INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000032251 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 061017599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20329 FILM NUMBER: 500557 BUSINESS ADDRESS: STREET 1: 555 HERNDON PARKWAY CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 7033266400 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19940218 8-K 1 EIS INTERNATIONAL, INC. 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 AND EXCHANGE ACT OF 1934 DECEMBER 17, 1999 Date of Report EIS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-20329 06-1017599 -------- --------- ---------- (State or other jurisdiction (Commission File No.) I.R.S. Employer of incorporation) (Identification No.) 555 HERNDON PARKWAY HERNDON, VIRGINIA 20170 (Address of principal executive offices) (703) 478-9808 (Registrant's telephone number, including area code) N/A (former name or former address, if changed since last report) ================================================================================ 2 ITEM 5. OTHER EVENTS On December 17, 1999, EIS International, Inc., a Delaware corporation (the "Company"), SER Systeme AG, a German corporation ("Parent") and SERSYS Aquisition Corporation ("Sub"), a Delaware corporation that is a wholly-owned subsidiary of SER (USA), Inc. ("SER USA"), a Delaware corporation that is a wholly-owned subsidiary of Parent, entered into an Agreement and Plan of Merger (the "Merger Agreement"), which is incorporated herein by reference as Exhibit 2.1. The following summary of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement. The Merger Agreement provides, subject to certain conditions as described therein, for the commencement of a cash tender offer (the "Offer") to purchase all of the outstanding shares of the Company's common stock, without par value, including the associated preferred stock purchase rights ("Shares"), at a price of $6.25 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal filed by Parent and Sub with the Securities and Exchange Commission on December 23, 1999 (collectively, the "Offer Documents") and, together with the Company's recommendation of the tender offer, mailed to the Company's shareholders on the same date. The obligation of Sub to accept for payment and pay for Shares tendered pursuant to the Offer is subject to at least 50% of the outstanding Shares being validly tendered and certain other conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act, that are described in the Merger Agreement and the Offer Documents. The Merger Agreement provides that, among other things, as soon as practicable after the consummation of the Offer and the satisfaction or waiver of the other conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (the "DGCL"), Sub will be merged with and into the Company (the "Merger"), whereupon the separate existence of Sub will cease and the Company will continue as the surviving corporation. Upon consummation of the Merger, each outstanding Share (other than (i) each Share held by the Company as treasury stock or each Share held by Parent or any subsidiary of Parent, and (ii) any Shares held by any holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such Shares in accordance with Section 262 of the DGCL) will be converted into and represent the right to receive $6.25 in cash or any higher price per Share that may be paid in the Offer, without interest. On December 20, 1999, Parent and the Company issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is incorporated herein by reference as Exhibit 99.1. In connection with the approval of the Merger Agreement and the transactions contemplated therein, including the Offer and Merger, the Company's Board of Directors also amended that certain Rights Agreement (the "Rights Agreement"), dated as of May 16, 1997, between the Company and BankBoston, N.A. as Rights Agent, to provide that Parent's or Sub's acquisition of the Shares pursuant to the Offer or the Merger, if in either case conducted pursuant to the terms of the Merger Agreement, shall not cause the Rights (as such term is defined in the Rights Agreement) to separate from the Shares. A copy of the Form of the First Amendment to the Rights Agreement is incorporated herein by reference as Exhibit 99.2. 2 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Business Acquired. No financial statements are required to be filed in connection with this transaction pursuant to Rule 3-05 of Regulation S-X. (b) Pro Forma Financial Information. No pro forma financial statements are required to be filed in connection with this transaction pursuant to Rule 11-01 of Regulation S-X. (c) Exhibits. The following exhibits are required by Item 601 of Regulation S-K and are listed below:
EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 2.1 Agreement and Plan of Merger, dated as of December 17, 1999, among EIS International, Inc., a Delaware corporation, SER Systeme AG, a German corporation and SERSYS Acquisition Corporation (incorporated by reference to Exhibit (c)(i) to the Company's Schedule 14D-9 filed on December 23, 1999). 99.1 Joint Press Release, dated December 20, 1999, issued by EIS International, Inc. and SER Systeme AG (incorported by reference to Exhibit (a)(10) to the Company's Schedule 14D 9 filed on December 23, 1999). 99.2 Form of the First Amendment to the Rights Agreement, dated December 17, 1999.
3 4 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. EIS INTERNATIONAL, INC. Date: December 30, 1999 By: /s/ James E. McGowan ------------------------------------- James E. McGowan President and Chief Executive Officer 4 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 2.1 Agreement and Plan of Merger, dated as of December 17, 1999, among EIS International, Inc., a Delaware corporation, SER Systeme AG, a German corporation and SERSYS Acquisition Corporation (incorporated by reference to Exhibit (c)(i) to the Company's Schedule 14D-9 filed on December 23, 1999). 99.1 Joint Press Release, dated December 20, 1999, issued by EIS International, Inc. and SER Systeme AG (incorported by reference to Exhibit (a)(10) to the Company's Schedule 14D 9 filed on December 23, 1999). 99.2 Form of the First Amendment to the Rights Agreement, dated December 17, 1999.
5 EX-99.2 2 FORM OF FIRST AMENDMENT TO THE RIGHTS AGREEMENT 1 EXHIBIT 99.2 FIRST AMENDMENT TO RIGHTS AGREEMENT This FIRST AMENDMENT to that certain Rights Agreement (the "Rights Agreement"), dated May 16, 1997 between EIS International, Inc. (the "Company") and BankBoston, N.A., as Rights Agent (the "Rights Agent") is made as of December 17, 1999. Terms not defined herein shall have the meanings ascribed to them in the Rights Agreement. WHEREAS, the Board of Directors of the Company (the "Board") at a meeting duly called and held on December 16, 1999, approved an Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 17, 1999, by and among SER Systeme AG (the "Parent"), SERSys Acquisition Corporation (the "Sub") and the Company and the transactions contemplated therein, including the Offer and the Merger (as such terms are defined in the Merger Agreement); and WHEREAS, at such meeting on December 16, 1999, the Board resolved that the officers of the Company may take any other appropriate action to render the Rights Agreement inapplicable to the Merger Agreement and the transactions contemplated thereby, including the Offer and Merger, and authorized any officer of the Company to notify the Rights Agent of such amendment and to take such other actions as may be necessary (including amending the Rights Agreement or redeeming the Rights) to assure that no "Stock Acquisition Date" or "Section 11(a)(ii) Trigger Date," as defined in the Rights Agreement, shall occur as a result of the Merger Agreement, the Offer or the Merger; and WHEREAS, Section 27 of the Rights Agreement provides that the Company may, in its sole discretion, and the Rights Agent shall, if the Company so directs, amend any provision of the Rights Agreement without the approval of the holders of the Rights, subject to certain limitations described in such Section which are not applicable to this First Amendment; and WHEREAS, Section 27 provides that the Rights Agent shall execute an amendment to the Rights Agreement upon its receipt of a certificate from an appropriate officer of the Company that the amendment complies with the terms of Section 27. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth and set forth in the Rights Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereby agree that the Rights Agreement shall be amended as follows: 1. Stock Acquisition Date. A "Stock Acquisition Date" shall not occur as a result of Parent's or Sub's acquisition of shares of the Company's Common Stock in the Offer or the Merger, pursuant to the terms of the Merger Agreement. 2. Section 11(a)(ii) Trigger Date. In no event shall the Parent's or Sub's acquisition of the Company's Common Stock in the Offer or the Merger, pursuant to the terms of the Merger Agreement, be deemed to constitute a "Section 11(a)(ii) Trigger Date" as such term is used in the Rights Agreement. 2 The undersigned officer of the Company certifies that this First Amendment complies with the terms of Section 27 of the Rights Agreement. IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the 17th of December, 1999. EIS INTERNATIONAL, INC. By: ------------------------------------------- Name: James E. McGowan Title: President and Chief Executive Officer BANKBOSTON, N.A. By: ------------------------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----