-----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, WjnY7U3EIb1aD6S3Nssw5HT/BLZXvWaYhuuFJ4Vs8IMT/P9S0MyAT6OwcamJv1jE 7Qg1D3AKJjU0M2EsdyslQQ== 0000950127-01-500554.txt : 20020413 0000950127-01-500554.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950127-01-500554 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011217 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCELIO CORP CENTRAL INDEX KEY: 0000887614 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: A1 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11898 FILM NUMBER: 1816462 BUSINESS ADDRESS: STREET 1: 560 ROCHESTER ST STE 400 CITY: OTTAWA ONTARIA CANAD STATE: A6 BUSINESS PHONE: 6132303676 MAIL ADDRESS: STREET 1: ACCELIO CORPORATION STREET 2: 560 ROCHESTER ST OTTAWA CANADA FORMER COMPANY: FORMER CONFORMED NAME: JETFORM CORP DATE OF NAME CHANGE: 19930328 8-K 1 a840481_8-k.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 EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2001 Accelio Corporation -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Canada 1-111898 N/A -------------------------------------- ------------------------------------- ---------------------------------- (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Incorporation) Number) - ------------------------------------------------------------------------------------------------------------------------------------ 560 Rochester Street, Ottawa, Ontario K1S 5K2, Canada (Address of principal executive offices) (zip code) (613) 230-3676 - ------------------------------------------------------------------------------------------------------------------------------------ (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------------------------------------------------------------ (Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS. (1) On December 17, 2001, Accelio Corporation (the "Company") confirmed its receipt of an unsolicited offer from Open Text Corporation to acquire all of the outstanding common shares of the Company for a cash price of Cdn. $2.75 per share. The intention to make an offer was communicated to the Company on December 14, 2001. The Company's board of directors will commence its review of the offer on December 17, 2001. (2) On December 17, 2001, the Company announced initial actions that it would take in response to the unsolicited tender offer. The Company announced that it would create an independent committee of the board of directors to evaluate potential options for maximizing shareholder value and that it would engage the services of an investment banking firm to act as financial adviser. ITEM 7. EXHIBITS. (a) Financial statements and pro forma financial information. None. (b) Exhibits. 99.1 Text of Press Release of the Company dated December 17, 2001, relating to the Company's confirmation of the tender offer. 99.2 Text of Press Release of the Company dated December 17, 2001, relating to the Company's initial actions in response to the tender offer. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ACCELIO CORPORATION (Registrant) By: /s/ Trey Graham ------------------------------------------ Name: Trey Graham Title: Senior Vice President, Finance and Chief Financial Officer Dated: December 18, 2001 EX-99.1 3 a840514_ex99.txt PRESS RELEASE FOR IMMEDIATE RELEASE ACCELIO CORPORATION CONFIRMS RECEIPT OF UNSOLICITED OPEN TEXT OFFER Ottawa, ON, December 17, 2001 - Accelio Corporation, (NASDAQ: ACLO, TSE: LIO), a leading global provider of Web-enabled business process solutions, today confirmed that Open Text Corporation (NASDAQ: OTEX - news; TSE: OTC - news) has indicated its intention to make an offer to acquire all of the outstanding common shares of Accelio Corporation for a cash price of Cdn. $2.75 per share, or Cdn. $68.5 million on a fully-diluted basis. "This unsolicited offer will be reviewed by the board of directors today, after which further information will be provided," said A. Kevin Francis, president and chief executive officer, Accelio Corporation. "I urge all shareholders of Accelio to defer making a decision as to whether they will tender their shares pursuant to the take-over bid until the board makes its formal recommendation as to the merits of the bid." The intention to make an offer was communicated to Accelio Corporation late Friday afternoon, December 14, 2001. The Accelio board of directors will meet today to commence its review of the offer. About Accelio Accelio Corporation (formerly JetForm Corporation) is a leading global provider of Web-enabled business process solutions, headquartered in Canada. Accelio helps organizations to gain sustainable advantage by extending and accelerating their core business processes. The Accelio family of integrated software solutions empower organizations to capture, integrate and present strategically relevant information for employees, partners and customers -- enabling them to work smarter and more productively. With fiscal 2000 revenues of over $100 million, and in business since 1982, the Accelio global distribution network spans every continent, with more than 8.5 million users worldwide. Accelio customers are Global 2000 organizations in the financial services, banking, manufacturing, utilities and public sectors. For more information on Accelio, visit: www.accelio.com. Accelio and the Accelio logo are trademarks of Accelio Corporation. Other product and company names herein may be trademarks of registered trademarks of their respective owners. For more information: Susanne Gossage Eileen Foley Nicola Clarke McIsaac BenchMark Porter Novelli Accelio Public Relations Accelio Investor Relations 416-422-7196 613-751-4800 ext. 5273 905-947-8485 ext. 3218 sgossage@bmporternovelli.com efoley@accelio.com nclarke@accelio.com
EX-99.2 4 a841195_ex99-2.txt PRESS RELEASE FOR IMMEDIATE RELEASE ACCELIO CORPORATION ADDRESSES UNSOLICITED OPEN TEXT OFFER Ottawa, ON, December 17, 2001 - Accelio Corporation, (NASDAQ: ACLO, TSE: LIO), a leading global provider of Web-enabled business process solutions, today took initial steps to address an unsolicited offer by Open Text Corporation (NASDAQ: OTEX - news; TSE: OTC - news) to acquire all of the outstanding common shares of Accelio Corporation for a cash price of Cdn. $2.75 per share, or Cdn. $68.5 million on a fully-diluted basis. In response to Open Text Corporation's offer, the Accelio board of directors will create an independent committee of the board to evaluate all potential options for maximizing shareholder value. The board will also engage the services of an investment banking firm to act as financial adviser. "We are evaluating all strategic options for Accelio and we will assess all opportunities including this unsolicited bid," said A. Kevin Francis, president and chief executive officer, Accelio Corporation. "Ultimately, we are looking to maximize shareholder value and meet the needs of our customers over the long term. Once the board has completed a thorough review of this offer with its professional and financial advisers, we will communicate our recommendation to our shareholders. In the interim, we urge all shareholders to defer making a decision until that time." About Accelio Accelio Corporation (formerly JetForm Corporation) is a leading global provider of Web-enabled business process solutions, headquartered in Canada. Accelio helps organizations to gain sustainable advantage by extending and accelerating their core business processes. The Accelio family of integrated software solutions empower organizations to capture, integrate and present strategically relevant information for employees, partners and customers -- enabling them to work smarter and more productively. With fiscal 2000 revenues of over $100 million, and in business since 1982, the Accelio global distribution network spans every continent, with more than 8.5 million users worldwide. Accelio customers are Global 2000 organizations in the financial services, banking, manufacturing, utilities and public sectors. For more information on Accelio, visit: www.accelio.com. Accelio and the Accelio logo are trademarks of Accelio Corporation. Other product and company names herein may be trademarks of registered trademarks of their respective owners. For more information: Susanne Gossage Eileen Foley Nicola Clarke McIsaac BenchMark Porter Novelli Accelio Public Relations Accelio Investor Relations 416-422-7196 613-751-4800 ext. 5273 905-947-8485 ext. 3218 sgossage@bmporternovelli.com efoley@accelio.com nclarke@accelio.com
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