-----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, UbbQYaCd0hAm8DZ3OrF4QsLnrPTr3qVaJdVoI7PlMNKOg/dC1ZqSodJdPNkBfZIF FPcPM5gmIHAmyWgivOXzOg== 0000950153-99-001325.txt : 19991102 0000950153-99-001325.hdr.sgml : 19991102 ACCESSION NUMBER: 0000950153-99-001325 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991015 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EFFECTIVE MANAGEMENT SYSTEMS INC CENTRAL INDEX KEY: 0000853372 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 391292200 STATE OF INCORPORATION: WI FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23438 FILM NUMBER: 99738746 BUSINESS ADDRESS: STREET 1: 12000 WEST PARK PL CITY: MILWAUKEE STATE: WI ZIP: 53224 BUSINESS PHONE: 4143599800 8-K 1 8-K 1 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) October 15, 1999 EFFECTIVE MANAGEMENT SYSTEMS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Wisconsin 0-23438 39-1292200 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 12000 West Park Place, Milwaukee, Wisconsin 53224 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (414) 359-9800 ------------------------------ Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Page 1 of 4 2 INFORMATION TO BE INCLUDED IN THE REPORT ITEM 1. CHANGES IN CONTROL OF REGISTRANT. - ------- --------------------------------- (a)-(b) On September 1, 1999, IFS Americas, Inc., a Delaware corporation ("Parent"), announced that the tender offer (the "Offer"), by IFS Acquisition, Inc. ("Purchaser"), a Wisconsin corporation and a wholly-owned subsidiary of Parent, to purchase all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Effective Management Systems, Inc., a Wisconsin corporation (the "Company"), at a purchase price of $4.50 per share net to the seller in cash, without interest thereon, expired at 5:00 p.m., New York City time, on Friday, October 15, 1999. Parent has informed the Company that Purchaser accepted for purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. Parent has further informed the Company that as a result of purchasing all Shares tendered in the Offer, Purchaser owns 5,302,856 Shares, representing approximately 97% of the Company's Shares. Parent is a subsidiary of Industrial & Financial Systems, IFS AB, a corporation organized under the laws of Sweden. A copy of the press release announcing the expiration of the Offer and the acceptance for payment of validly tendered Shares is incorporated herein by reference. Pursuant to an Agreement and Plan of Merger, dated as of September 1, 1999 (the "Merger Agreement"), by and among the Company, Parent and Purchaser, Parent intends to cause Purchaser to merge with and into the Company (the "Merger"). After the effective time of the Merger, each outstanding Share (other than Shares then owned by Parent, Purchaser, any wholly-owned subsidiary of Parent or Purchaser, in the treasury of the Company or owned by any wholly-owned subsidiary of the Company) will be converted into the right to receive $4.50 net to the seller in cash, without interest thereon. As a result of the Merger, the separate corporate existence of Purchaser will cease and the Company will be a direct, wholly-owned subsidiary of Parent. The Offer was made and the Merger will be effected pursuant to the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The terms of the Purchaser's financing for the Offer are described in Section 9 of the Offer to Purchase, dated September 8, 1999 (the "Offer to Purchase"). The Offer to Purchase and the related Letter of Transmittal are incorporated herein by reference. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- Page 2 of 4 3 (a) Not Applicable (b) Not Applicable (c) Exhibits 2.1 Agreement and Plan of Merger, dated as of September 1, 1999, among IFS Americas, Inc., IFS Acquisition, Inc. and Effective Management Systems, Inc. (incorporated herein by reference to Exhibit (c)(1) to the Schedule 14D-9 of Effective Management Systems, Inc., dated September 8, 1999, as amended). 99.1 Press Release of IFS Americas, Inc., dated October 18, 1999 (incorporated herein by reference to Exhibit (a)(9) to Amendment No. 1 to the Schedule 14D-1 of IFS Americas, Inc., IFS Acquisition, Inc. and Industrial & Financial Systems, IFS AB, dated October 18, 1999). 99.2 Offer to Purchase of IFS Acquisition, Inc. (incorporated herein by reference to Exhibit (a)(1) to the Schedule 14D-1 of IFS Americas, Inc., IFS Acquisition, Inc. and Industrial & Financial Systems, IFS AB, dated September 8, 1999, as amended). 99.3 Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to the Schedule 14D-1 of IFS Americas, Inc., IFS Acquisition, Inc. and Industrial & Financial Systems, IFS AB, dated September 8, 1999, as amended). Page 3 of 4 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. EFFECTIVE MANAGEMENT SYSTEMS, INC. Dated: November 1, 1999 By: /s/ Michael D. Dunham -------------------------------------- Michael D. Dunham President and Chief Executive Officer Effective Management Systems, Inc. Page 4 of 4 5 Exhibit Index to Current Report on Form 8-K Exhibit Number - ------ 2.1 Agreement and Plan of Merger, dated as of September 1, 1999, among IFS Americas, Inc., IFS Acquisition, Inc. and Effective Management Systems, Inc. (incorporated herein by reference to Exhibit (c)(1) to the Schedule 14D-9 of Effective Management Systems, Inc., dated September 8, 1999, as amended). 99.1 Press Release of IFS Americas, Inc., dated October 18, 1999 (incorporated herein by reference to Exhibit (a)(9) to Amendment No. 1 to the Schedule 14D-1 of IFS Americas, Inc., IFS Acquisition, Inc. and Industrial & Financial Systems, IFS AB, dated October 18, 1999). 99.2 Offer to Purchase of IFS Acquisition, Inc. (incorporated herein by reference to Exhibit (a)(1) to the Schedule 14D-1 of IFS Americas, Inc., IFS Acquisition, Inc. and Industrial & Financial Systems, IFS AB, dated September 8, 1999, as amended). 99.3 Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to the Schedule 14D-1 of IFS Americas, Inc., IFS Acquisition, Inc. and Industrial & Financial Systems, IFS AB, dated September 8, 1999, as amended). -----END PRIVACY-ENHANCED MESSAGE-----