425

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): January 25, 2007

EBIX, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-15946	77-0021975
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

5 Concourse Pkwy, Suite 3200, Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 798-3047

(Former name or former address, if changed since last report.)

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

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

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

(1)           Item 8.01. Other Events

On January 25, 2007, the registrant, Ebix, Inc. (NASDAQ: EBIX), announced via press release that it has made a proposal with respect to a business combination transaction with Docucorp, International, Inc. (NASDAQ: DOCC).   A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference. A copy of Ebix’s letter to the Docucorp board of directors is attached as Exhibit 99.2 and is herein incorporated by reference.

 (2)          Item 9.01.  Financial Statements, Pro Forma Financial Information and Exhibits

The following exhibits are being furnished with this report pursuant to Item 8.01of this Form 8-K:

Exhibit No.	Description
99.1	Press Release Regarding Announcing Ebix’s Offer to Purchase Docucorp.
99.2	Letter from Ebix to Docucorp’s Board of Directors.

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.

EBIX, INC.
By:	/s/ Robin Raina
		Robin Raina
		Chairman of the Board and
		Chief Executive Officer

Dated: January 25, 2007

EXHIBIT INDEX

Exhibit Number	Exhibit Name
99.1	Press Release Regarding Announcing Ebix’s Offer to Purchase Docucorp.
99.2	Letter from Ebix to Docucorp’s Board of Directors

EX-99.1

Exhibit 99.1

EBIX PROPOSES TO ACQUIRE DOCUCORP INTERNATIONAL FOR $140 MILLION

—Transaction Premium of 10.2 % over previous offer by Skywire—

—Ebix Believes that the Plan Would Create a Combined Company with EPS of $2 or More—

—Combination Will Provide Enhanced Growth and Security for Docucorp and Ebix Shareholders, Employees and Customers—

ATLANTA, GA – January 25, 2007 — Ebix, Inc. (NASDAQ: EBIX), a leading international developer and supplier of software and e-commerce solutions to the insurance industry, today, announced today it has made a proposal to acquire all of the outstanding common stock of Docucorp International Inc. (NASDAQ: DOCC) for $11 per Docucorp share in cash and Ebix stock or a total equity value of approximately $140 million. The offer represents a 10.2% premium on the proposed merger offer price given by Skywire Software and a 33% premium to the six months average closing price for Docucorp’s common stock.

The proposed merger was outlined today in a letter from Robin Raina, Chairman and Chief Executive Officer of Ebix Inc., to the Docucorp Board of Directors.  The letter proposes a merger that it believes would create a combined company that would offer substantial and compelling benefits to the share holders, customers and employees of both Docucorp International Inc. and Ebix Inc.

Ebix expects the transaction would be accretive to earnings by the end of the first full year following the close of the transaction and significantly accretive thereafter. Ebix believes that the combination of Ebix and Docucorp would create a combined company with EPS of $ 2.00 or more and pro forma revenue of approximately $130 million. Ebix believes that the combined company can generate income after taxes of at least $16 million or more on an annualized basis.

Ebix proposes to pay for the transaction as follows:

·$45 million in cash. Ebix has already secured a preliminary commitment letter to handle the $45 million cash component.

·$95 million in the form of 3,467,153 shares of newly registered Ebix stock, valued at $ 27.40 per share (the preceding 30 day average price of the Ebix common stock).

·Ebix proposes to pass on to Docucorp shareholders up to 10% of any price appreciation in the shares of Ebix common stock (pledged in the equity component of the Ebix offer) beyond the 30-day average price of $27.40.  Beyond such appreciation, the number of shares provided in the offer would be reduced to bring the total value of the equity consideration upon closing to approximately $104.5 million.

·The above would imply that Ebix offer would be $140 million at the low end and $149.5 million at the high end.

·Similarly, in the event of a decrease in the price of Ebix common stock prior to the proposed merger, the number of shares would automatically be increased to provide for an equity value of $95 million.  This provision would hold true up to a collar value of $24.50 for the Ebix stock, or a maximum of approximately 3.88 million Ebix shares.

·Ebix is open to increasing the cash component of its offer if the need arises and if the Docucorp Board determines that this would be in the best interest of its shareholders. To generate additional cash for closing, Ebix, intends to sell shares of its common stock to a select group of institutional investors who have shown an active interest in participating in a private placement of Ebix stock.

Ebix also believes that there are significant synergies between the two companies that are likely to improve the bottom line by $6 million or more. Ebix believes that its significant development infrastructure in India in the form of two of our fully infrastructurally-ready CMMi5 certified units (in excess of 40,000 square foot of ready space), with more than 450 seats in each shift, can further improve margins and augment the combined company’s EPS to at least $2.00.

The combined company would have a reach across six continents and allow for substantial cross-selling opportunities. Ebix today has customers across 50 countries in six continents, in property and casualty, life and annuity areas. The combined entity will be in a unique position of having 32 offices and a customer base spanning across six continents, which would place it in a strong position that has no parallel in the insurance industry. Ebix estimates that all this is likely to result in substantially more revenues and income numbers.

Mr. Robin Raina, Chairman and Chief Executive Officer said, “The synergies between the two companies are obvious. Both Ebix and Docucorp are strongly committed to ASP technologies, as also to reducing paper for the insurance industry. Both companies have tremendous amount of insurance knowledge that when combined can challenge the biggest players in the insurance market place. Both companies have a global reach and customer base that offers significant cross selling opportunities to each other’s customer base.”

Robin added, “Both companies have individual strengths in specific geographies.  For example, Ebix has a dominant role in the broker desktop market in Australia and is presently using that strength to launch an exchange to drive paper out of the process. Both companies also possess individual strengths in specific channels, such as Ebix’s exchange solution, which is viewed as a standard in the life insurance sales illustration market while the Ebix Annuity solution presently is a leader in the US market with as much as $18 billion of premiums being conducted on the Ebix annuity exchange.”

“By joining together, we can create a combined company that would be rival the largest of players in the insurance space, in terms of reach, knowledge across channels and core

competence. Finally, we believe that this transaction would be in the interest of both the Docucorp and Ebix shareholders as we expect the combined company to generate consistent EPS growth with $2.00 EPS or more in the first 12 months following the transaction.”

Smith, Gambrell & Russell, LLP are serving as legal advisors to Ebix Inc. for this proposed transaction

About Ebix

Ebix, Inc. is a leading international supplier of software and e-commerce solutions to the insurance industry. Ebix provides a series of application software products for the insurance industry ranging from carrier systems, agency systems and exchanges to custom software development for all entities involved in the insurance and financial services industries.

Ebix strives to work collaboratively with clients to develop innovative technology strategies and solutions that address specific business challenges. Ebix combines the newest technologies with its capabilities in consulting, systems design and integration, IT and business process outsourcing, applications software, and Web and application hosting to meet the individual needs of organizations.

With bases in Singapore, Australia, the US, UK, New Zealand, India and Canada, Ebix employs insurance and technology professionals who provide products, support and consultancy to more than 3,000 customers on six continents. Ebix’s focus on quality has enabled it be awarded Level 5 status of the Carnegie Mellon Software Engineering Institute’s Capability Maturity Model (CMM). Ebix has also earned ISO 9001:2000 certification for both its development and call center units in India. For more information, visit the Company’s website at www.ebix.com.

Safe Harbor for Forward Looking Statements under the Private Securities Litigation Reform Act of 1995 — This press release contains various forward-looking statements and information that are based on Ebix management’s beliefs, as well as assumptions made by and information currently available to management. Ebix has tried to identify such forward looking statements by use of such words as “will,” “expects,” “intends,” “anticipates,” “plans,” “believes” and similar expressions, but these words are not the exclusive means of identifying such statements. Such statements are subject to various risks, uncertainties and other factors which could cause actual results to vary materially from those expressed in, or implied by, the forward looking statements. Such risks, uncertainties and other factors include the extent to which the Ebix.com website and other new products and services can be successfully developed and marketed, the risks associated with any future acquisitions, and integrating recently completed acquisitions, the willingness of independent insurance agencies to outsource their computer and other processing needs to third parties, possible governmental regulation and/or other adverse consequences resulting from negative perception of the outsourcing of business processes to foreign countries, Ebix’s ability to continue to develop new

products to effectively address market needs in an industry characterized by rapid technological change, Ebix’s ability to raise additional capital to finance future acquisitions and meet other funding needs, Ebix’s dependence on a few customers(including one that is Ebix’s largest stockholder), Ebix’s dependence on the insurance industry, the highly competitive and rapidly changing automation systems market, Ebix’s ability to effectively protect its applications software and other proprietary information, Ebix’s ability to attract and retain quality management, and software, technical sales and other personnel, the risks of disruption of Ebix’s Internet connections or internal service problems, the possible adverse effects of a substantial increase in volume of traffic on Ebix’s website, mainframe and other servers, possible security breaches on the Ebix website, the possible effects of insurance regulation on Ebix, the possible effects of the Securities and Exchange Commission’s investigation of Ebix’s financial reporting, and possible future terrorist attacks or acts of war. Certain of these, as well as other risks, uncertainties and other factors, are described in more detail in Ebix’s periodic filings with the Securities and Exchange Commission, including Ebix’s quarterly report on Form 10-K for the year ended December 31, 2005. Except as expressly required by the federal securities laws, Ebix undertakes no obligation to update any such factors or any of the forward-looking statements contained herein to reflect changed circumstances or future events or developments or for any other reason.

Contacts:

Amy Krigman,Topaz Partners

781-404-2437 or akrigman@topazpartners.com

EX-99.2

Exhibit 99.2

Ebix Inc.

5 Concourse Parkway

Suite 3200

Atlanta, GA 30328

USA

Phone 678 281 2020

Fax 678 281 2019

www.ebix.com

January 25, 2007

Board of Directors

c/o Mr. Michael D. Andereck

Docucorp International Inc.

5400 LBJ Freeway

Suite 300

Dallas, TX 75240

Dear Members of the Board:

This letter is to propose a strategic merger between Docucorp International, Inc. and Ebix, Inc. which we believe would serve the best interests of our respective shareholders, customers and employees and also position the combined company to compete effectively against our larger rivals in the insurance industry.

Let me first outline our offer for the merger.  We are proposing to acquire all of the shares of Docucorp common stock for a total sum of at least $140 million.  This would include the purchase of all the outstanding shares of Docucorp common stock as well as presently unvested options for $11.00 per share in cash and Ebix stock.  We propose to pay as follows:

·$45 million in cash.  Ebix has already secured a preliminary commitment letter to handle the $45 million cash component.

·$95 million in the form of 3,467,153 shares of newly registered Ebix stock, valued at $ 27.40 per share (the preceding 30 day average price of the Ebix common stock)

·We propose to pass on to Docucorp shareholders up to 10% of any price appreciation in the shares of Ebix common stock (pledged in the equity component of our offer) beyond the 30-day average price of $27.40.  Beyond such appreciation, the number of shares provided in the offer would be reduced to

bring the total value of the equity consideration upon closing to approximately $104.5 million.

·Similarly, in the event of  a decrease in the price of Ebix common stock prior to the proposed merger, the number of shares would automatically be increased  to provide for an equity value of $95 million.  This provision would hold true up to a collar value of $24.50 for the Ebix stock, or a maximum of approximately 3.88 million Ebix shares.

·We are open to modifying the cash component of our offer should the Docucorp Board deem that this would be in the best interests of its shareholders. To generate additional cash for closing, Ebix, intends to sell shares of its common stock to a select group of institutional investors who have shown an active interest in participating in a private placement of Ebix stock.

We believe this offer provides a full and generous valuation for Docucorp based upon publicly available information.  It represents a 10.2 % premium to the proposed merger consideration from the proposed Skywire Software offer and a 33% premium to the six months average closing price for Docucorp’s common stock.  Our proposed transaction not only provides Docucorp stockholders an immediate premium on their investment, but the opportunity to participate in the future growth of a combined company that is likely to generate $2.00 or more in operating earnings per share over a period of 12 months from the proposed merger date.

Smith, Gambrell & Russell, LLP are serving as legal advisors to Ebix, Inc. for this proposed transaction.

We believe that our proposal provides a very compelling investment opportunity for both Docucorp and Ebix investors.  Accordingly, we feel obligated to make the terms of our proposal known to the shareholders of both companies and are therefore making public this letter.  Let me recap the benefits our proposal provides:

1.We see this proposed merger as an accretive transaction for Ebix and believe that there are significant synergies between the two companies that are likely to improve the bottom line by at least $6 million on an annualized basis.  We believe the combined company likely to generate income after taxes of $16 million or more and corresponding earnings per share of $2.00 or more in the 12 months following the proposed merger.  We believe such earnings power, in the scope of the scale and scope of the combined enterprise, should command a market valuation well in excess of the current value of the two separate publicly traded entities.

2.Ebix has demonstrated a strong record of growth via strategic acquisitions, having completed four accretive transactions within the past three years during which time we have grown Ebix shareholder value by over 113% (from $13.01 per share on Jan. 2, 2004 - $27.75 per share on 23rd Jan. 2007).

3.We believe that our significant development infrastructure in India (in excess of 40,000 square feet of ready space in two fully built-out CMMi5 certified units), with more than 450 seats in each shift can help improve margins rather substantially contributing to our $2.00 EPS expectation in just the first 12 months.

4.The combination of the two companies should generate substantial efficiencies related to public company reporting and compliance: audit, finance, SOX, etc.

5.Ebix today has customers across 50 countries in six continents, focused in property and casualty, life and annuity markets.  The combined company would have a global reach across all six continents, reaching 50 countries through 32 offices, providing a powerful platform with substantial cross-selling opportunities across both entities’ customer lists.  We believe the combined company would have an industry position with unparalleled access to the insurance industry and other financial services markets, and providing substantial long term growth opportunity.

6.The business synergies between the two organizations are obvious –

·Both Ebix and Docucorp have a strong insurance focus,

·Both companies are strongly committed to ASP technologies,

·Both companies are in the business of increasing efficiency and /reducing costs (reducing paper) for the insurance industry,

·Both companies have individual strengths in specific geographies – for example Ebix plays a dominant role in terms of the broker desktop market  in Australia and is presently using that strength to launch an exchange to drive efficiency and take paper out of the process,

·Both companies have individual strengths in specific channels – for example the Ebix exchange solution is a defacto standard in the life insurance sales illustration market while the Ebix Annuity solution presently is a leader in the US market with as much as $18 billion of premiums being conducted on the Ebix annuity exchange,

·Both companies have a global reach and customer base,

·Both companies have a tremendous amount of insurance knowledge that when combined can rival the capabilities and expertise of the largest players in the insurance marketplace, and

·Both companies are professionally run, publicly-traded and committed to delivering the greatest long-term returns to their shareholders.

As we have stated above, despite the fact that we believe that our offer is very attractive from a financial point of view, we would welcome the opportunity to enter into serious discussions with the Board of Docucorp concerning our offer and its cash/equity composition.  Further we are prepared to move very rapidly in executing a definitive agreement and moving toward a closing.  We are also willing to offer representatives of Docucorp the opportunity to review non-public information about Ebix, Inc and are prepared to enter into an appropriate confidentiality agreement to that end.

In conclusion, we believe Ebix, Inc. and Docucorp International Inc. would be much stronger as a combined force than they are as independent entities and that Docucorp shareholders would be far better served by a combination with Ebix than through a going private transaction in which their upside is capped at $10.00 per share pre-tax. We also believe that by combining the companies we can provide substantial incremental value to our respective shareholders, employees, customers and the communities in which we operate.

We hope that you will seriously consider our offer and enter into negotiations with us and our representatives in an effort to forge a definitive merger agreement.

On behalf of the Board of Directors of Ebix, Inc.

Sincerely,

Robin Raina

Chairman and Chief Executive Officer