-----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, KtTzSjSR2nEo/78mPhGYxAKGfqFJsnCnJWI5aKQ11A5hEhuNagEmc19tA2Gs13uu 8OY1pEgtIDQRl9HD7/X91Q== 0000912057-00-001850.txt : 20000202 0000912057-00-001850.hdr.sgml : 20000202 ACCESSION NUMBER: 0000912057-00-001850 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000107 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZAMBA CORP CENTRAL INDEX KEY: 0000883741 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 411636021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22718 FILM NUMBER: 510643 BUSINESS ADDRESS: STREET 1: 7301 OHMS LANE STE 200 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6128329800 MAIL ADDRESS: STREET 1: 7301 OHMS LANE STREET 2: STE 200 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 FORMER COMPANY: FORMER CONFORMED NAME: RACOTEK INC DATE OF NAME CHANGE: 19931025 8-K 1 8-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 7, 2000 ZAMBA CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-22718 41-1636021 (Commission File No.) (IRS Employer Identification No.) 7301 OHMS LANE, SUITE 200 MINNEAPOLIS, MINNESOTA 55439 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (612) 832-9800 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 5. OTHER MATERIAL EVENTS. On January 7, 2000, Zamba, ZFA Corp., a Delaware corporation and wholly-owned subsidiary of Zamba ("Merger Sub") and Fusion entered into an Agreement and Plan of Merger and Reorganization (the "Agreement") providing for the merger of Fusion with and into Merger Sub (the "Merger"). The terms of the Agreement, including the consideration paid, were determined through arms' length negotiations between Zamba and Fusion. Zamba and Fusion are customer care consulting companies. The Merger became effective on January 10, 2000, when the Certificate of Merger was filed with the Delaware Secretary of State and the Colorado Secretary of State (the "Effective Time"). In accordance with the terms of the Agreement, at the Effective Time: (a) the separate corporate existence of Fusion ceased; with Merger Sub continuing as the surviving corporation; and (b) each outstanding share of Fusion capital stock was automatically converted into the right to receive 533.34 shares of Zamba common stock. Zamba issued an aggregate of 80,001 shares of Zamba common stock under Regulation D of the Securities Act in connection with the Merger. In connection with the Merger, Zamba entered into a Registration and Rights Agreement dated as of January 7, 2000, providing the shareholders of Fusion with certain rights to require registration with the Commisssion of the Zamba common stock being issued to them in connection with the Merger. The Merger is intended to be a tax-free reorganization under the Internal Revenue Code of 1986, as amended, and will be accounted for as a pooling of interests. The Merger will result in the integration of two companies that have previously operated independently. As soon as practicable following the Merger, Zamba intends to integrate certain aspects of the operations of Fusion into Zamba. However, there can be no assurance that Zamba will successfully integrate the operations of Fusion with those of Zamba or that any or all of the benefits expected from such integration will be realized. Any delays or unexpected costs incurred in connection with such integration could have an adverse effect on Zamba's business, operating or financial condition. Furthermore, there can be no assurance that the operations, management and personnel of the two companies will be compatible or that Zamba will not experience the loss of key personnel and clients. There can be no assurance that combining the business of Zamba and Fusion, even if achieved in an efficient and effective manner, will result in combined results of operations and financial condition that are superior to what would have been achieved by Zamba or Fusion independently. In addition, certain costs are generally associated with transactions such as the Merger. While these costs have not been currently identified, any such costs will adversely affect operating results of Zamba in the period in which they are incurred. Finally, the parties intend that the transaction will be eligible for tax-free treatment, but failure to obtain such status could increase the costs of the transaction. On January 10, 2000, Zamba issued a press release (which is attached hereto as an Exhibit) announcing that it had completed the acquisition of Fusion. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements None. (b) Pro forma Financial Statements None. (c) Exhibits 5.1 Press release announcing the acquisition of Fusion, dated January 10, 2000. 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. ZAMBA CORPORATION By: /s/ PAUL D. EDELHERTZ Paul D. Edelhertz PRESIDENT AND CHIEF EXECUTIVE OFFICER Dated: January 21, 2000 INDEX TO EXHIBITS ----------------- Exhibit No. Description - ----------- ----------- 5.1 Press release announcing the acquisition of Fusion, dated January 10, 2000. EX-5.1 2 EXHIBIT 5.1 Exhibit 5.1 NASDAQ: ZMBA FOR IMMEDIATE RELEASE CONTACT: Jessica Maier Snow Communications (612) 337-0740 jmaier@cybersnow.com John Montague ZAMBA Solutions (612) 844-3141 or (612) 743-4760 jmontague@goZAMBA.com ZAMBA SOLUTIONS ACQUIRES FUSION CONSULTING Acquisition of Colorado-Based Company Expands ZAMBA's Geographical Reach and Enhances Its Delivery Capabilities MINNEAPOLIS, January 7, 2000 - ZAMBA Corporation (NASDAQ: ZMBA) today announced that it has acquired Fusion Consulting, Inc., a Colorado Springs, Colo.-based consulting firm specializing in front office and contact center customer care solutions. The acquisition positions ZAMBA Solutions, the world's largest consultancy focused on helping businesses identify and implement the best technologies to improve their customer care, to expand its business in the Southwest. It also adds 14 consultants to ZAMBA's growing roster of Customer Care experts. The deal is valued at approximately $1.3 million and will be accounted for as a pooling of interests. "This merger is a great fit for both companies, says Paul Edelhertz, ZAMBA's president and CEO. "Fusion shares our exclusive focus on Customer Care, and provides a strong, proven team to enable geographic expansion in the Southwest. Fusion has a strong reputation in our space, and common market vision and culture." The merger leverages the common partnerships that ZAMBA Solutions and Fusion share with Clarify and Genesys and brings ZAMBA Solutions a new level of expertise in Edify, an industry-leading contact center (IVR) application. Fusion also brings a strong customer base including Silicon Graphics, Inc., OEC Medical, Convergent, and Colorado Springs Utilities. "Fusion has the skills to manage the implementation of leading Customer Care solutions, and has the satisfied clients to prove it," says Edelhertz. "This acquisition furthers our mission to become THE company businesses look to for solutions that will help them care for their customers - creating a new standard for customer relationships." Fusion Consulting will be completely integrated within the ZAMBA Solutions brand. The Fusion management team and employees will remain, becoming employees of ZAMBA Solutions. In a related move to grow its roster of customer care experts, ZAMBA Solutions has also acquired the employees and computers of Trilliance, a Silicon Valley-based consultancy with expertise in Vantive. Vantive is an integrated e-CRM software suite that leverages the Internet to increase sales, marketing, contact center, field service, help desk and web service effectiveness. ABOUT ZAMBA ZAMBA Corporation is the world's largest solutions innovator dedicated exclusively to the fast-growing Customer Care market. ZAMBA's highly focused consulting and systems integration expertise includes Customer Care strategy, front-office applications, customer intelligence, contact center management, wireless and mobile computing, performance improvement and support services, with a major emphasis on e-business. ZAMBA Solutions works with leading technology providers, including Clarify, Calico Commerce, Genesys, IET, Primus and others, to provide innovative, integrated technology solutions to its clients. The company has offices in Minneapolis, Boston and the Silicon Valley. Visit ZAMBA Solutions on the Web at http://www.goZAMBA.com. ABOUT FUSION CONSULTING, INC. Based in Colorado Spring, Colo., Fusion Consulting is a consulting and systems integration firm with deep expertise in Front-Office package implementation, Computer Telephony Integration (CTI) development, Graphical User Interface (GUI) application design, web-based reporting, network engineering and topology design, database design, implementation and performance tuning, technical training, and custom class development. Fusion has expertise in CRM applications Edify, Aspect, Genesys, Clarify, and Remedy. It is also skilled in developing Oracle, IBM, Sybase, and Microsoft databases. Visit Fusion Consulting on the Web at http://www.fusionc.com. Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward looking statements. Factors that impact such forward looking statements include, among others, the growth rate of the Customer Care marketplace, the ability of our partners to maintain competitive products, our ability to develop skills in implementing Customer Care packages from additional partners, the impact of competition and pricing pressures from actual and potential competition with greater financial resources, our ability to obtain large-scale consulting services agreements, changes in expectations regarding the information technology industry, our ability to hire and retain competent employees, possible changes in collections of accounts receivable, changes in general economic conditions and interest rates, and other factors identified in the Company's filings with the Securities and Exchange Commission. When used in this press release, the words "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "intend," "potential," or "continue" and similar expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements. ZAMBA Corporation assumes no obligation to update any forward-looking statements. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, and/or performance of achievements. ### -----END PRIVACY-ENHANCED MESSAGE-----