-----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, Ww3Yx8h8IddjkqCTfmug98XzUNwCnOJoF8wrSbzSwqkyfC1DQvQM2j0j0X9bIqgV /Kk534Uz9d/JJjLNT7rYpw== 0000940986-99-000007.txt : 19991025 0000940986-99-000007.hdr.sgml : 19991025 ACCESSION NUMBER: 0000940986-99-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991021 ITEM INFORMATION: FILED AS OF DATE: 19991022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUSTANG SOFTWARE INC CENTRAL INDEX KEY: 0000940986 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 700204718 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25678 FILM NUMBER: 99732408 BUSINESS ADDRESS: STREET 1: 6200 LAKE MING RD CITY: BAKERSFIELD STATE: CA ZIP: 93306 BUSINESS PHONE: 6618732500 MAIL ADDRESS: STREET 1: 6200 LAKE MING RD CITY: BAKERSFIELD STATE: CA ZIP: 93306 8-K 1 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 12, 1999 MUSTANG.COM, INC. (Exact name of registrant as specified in its charter) California 0-25678 77-0204718 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 6200 Lake Ming Road, Bakersfield, CA 93306 (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: (661) 873-2500 Mustang Software, Inc. (Former name or former address, if changed since last report) 2 Item 5. Other Events (a) Name Change Effective October 12, 1999, registrant changed its name as specified in its charter from Mustang Software, Inc. to Mustang.com, Inc. Shareholders are not required to exchange their stock certificates for new certificates. (b) Completion of Private Placement. On October 19, 1999, registrant issued a press release announcing the completion of a $5.6 million private financing. A copy of that press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Such Press Release is also being filed herewith pursuant to Rule 135c(d) under the Securities Act of 1933. (c) Announcement of unaudited financial results at, and for the three and nine months ended, September 30, 1999. On October 21, 1999, registrant issued a press release announcing its unaudited financial results at, and for the three and nine months ended, September 30, 1999. A copy of that press release is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits. 4 Certificate of Ownership of Mustang.com, Inc. into Mustang Software, Inc. 99.1 Press release of October 19, 1999 announcing completion of private offering. 99.2 Press release of October 21, 1999 announcing financial results at, and for the three and nine months ended, September 30, 1999. 3 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. Date: October 21, 1999 MUSTANG.COM, INC. By:__/S/__ Donald M. Leonard Vice President of Finance and Chief Executive Officer 4 EXHIBIT 4 EFFECTIVE A0532476 ENDORSED - FILED DATE in the office of the Secretary of State OCT 12 1999 of the State of California OCT - 7 1999 Bill Jones, Secretary of State CERTIFICATE OF OWNERSHIP OF MUSTANG.COM, INC. INTO MUSTANG SOFTWARE, INC. To the Secretary of State State of California Pursuant to the provisions of the General Corporation Law of the State of California, the undersigned officers of the domestic parent corporation hereinafter named do hereby certify as follows: 1. The name of the parent corporation, which is a business corporation of the State of California, and which is to be the surviving corporation under the merger herein certified, is Mustang Software, Inc. 2. The name of the subsidiary corporation, which is a business corporation of the State of California, and which is to be the disappearing corporation under the merger herein certified, is Mustang.com, Inc. 3. Mustang Software, Inc. owns 100% of the outstanding shares of Mustang.com, Inc. 4. The following is a copy of the resolution to merge Mustang.com, Inc. into Mustang Software, Inc. as adopted and approved by the Board of Directors of Mustang Software, Inc. RESOLVED FURTHER, that: i) Mustang Software, Inc., which is a business corporation of the State of California and is the owner of all of the outstanding shares of Mustang.com, Inc., which is also a business corporation of the State of California, does hereby merge Mustang.com, Inc. into Mustang Software, Inc. pursuant to the provisions of the 5 General Corporation Law of the State of California and does hereby assume all of the liabilities of Mustang.com, Inc.; ii) Mustang.com, Inc. shall be the disappearing corporation upon the effective date of the merger herein provided for pursuant to the provisions of the General Corporation Law of the State of California, and Mustang Software, Inc. shall continue its existence as the surviving corporation pursuant to the provisions of the said General Corporation Law of the State of California; iii) The issued shares of Mustang.com, Inc. shall not be converted in any manner, nor shall any cash or other consideration be paid or delivered therefor, inasmuch as Mustang Software, Inc. is the owner of all outstanding shares of Mustang.com, Inc., but each said share which is issued as of the effective date of the merger shall be surrendered and extinguished; iv) The Board of Directors and the proper officers of Mustang Software, Inc. are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of the merger herein provided for; v) Article I of the Articles of Incorporation of Mustang Software, Inc. shall, under the provisions of the merger herein provided for, be amended so as to change the name of Mustang Software, Inc. and so as to read as follows upon the effective date of the said merger: The name of the corporation is Mustang.com, Inc. 6 5. The merger herein provided for shall become effective on October 12, 1999. On the date set forth below, in the City of Bakersfield, in the State of California, each of the undersigned does hereby declare under the penalty of perjury under the laws of the State of California that he signed the foregoing certificate in the official capacity set forth beneath his signature, and that the statements set forth in said certificate are true of his own knowledge. Signed on September 30, 1999. /s/ James A. Harrer _______________________ James Harrer, President of Mustang Software, Inc. /s/ Donald M. Leonard _______________________ Donald Leonard, Assistant Secretary of Mustang Software, Inc. [Graphic - Seal of the Office of the Secretary of State] 7 EXHIBIT 99.1 Company Press Release Mustang.com, Inc. Completes $5.6 Million Private Financing Bakersfield, California - October 19, 1999: Mustang.com, Inc. (Nasdaq: MSTG) today announced it has completed a private placement of its securities to institutional investors, receiving proceeds, before offering expenses, of approximately $5,600,000. In the financing, Mustang issued 765,908 shares of its common stock, and warrants to purchase up to 574,431 shares of its Common Stock. Mustang.com intends to use the net proceeds for working capital to finance the rapid implementation of its chief growth strategies. The warrants are exercisable over a five-year period at an exercise price per share of $8.775. The company may force the investors to exercise the warrants beginning 18 months after the date a registration statement covering the resale of the shares underlying the warrants is declared effective by the Securities and Exchange Commission if the closing price of Mustang.com's stock exceeds $13.1625 per share on each of 10 consecutive trading days. This announcement is neither an offer to sell nor a solicitation to buy any of Mustang.com's securities. The securities mentioned in this release have not been registered under the Securities Act of 1933 or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. ### Contact: Mustang.com, Inc., Don Leonard (661) 873-2575, investor@mustang.com Continental Capital & Equity, Dodi B. Zirkle (407) 682-2001, dodi@insidewallstreet.com 8 EXHIBIT 99.2 Company Press Release Mustang.com, Inc. Reports Third Quarter Financial Results 100% Increase in Revenue over the Respective Nine Month Period of a Year Ago as Sales Expansion Gains Momentum Bakersfield, California - October 21, 1999: a leader in the eBusiness and eService infrastructure markets, today reported record sales for the nine months ended September 30, 1999, reporting revenue of $2,604,657, a 100% increase compared to revenue of $1,304,601 reported for the nine months ended September 30, 1998. Net losses for the nine month reporting period decreased 67% to $332,237, a $.07 loss per share, compared to net losses of $1,009,798, or $.28 loss per share, realized for the same period in 1998. For the three months ended September 30, 1999, the Company increased revenue 105% to $1,028,566 compared to revenue of $501,963 reported for the three months ended September 30, 1998. Net losses for the current reporting quarter totaled $229,350, a $.05 loss per share, a slight reduction from net losses of $262,546, a $.06 loss per share, posted for the third quarter in the prior year. "Our mission is simple and straightforward - Mustang.com will champion the personalized, technology-driven eService process. In order to succeed, we must continue to invest in our corporate infrastructure," stated Don Leonard, Chief Financial Officer of Mustang.com. "Earlier this year, we made a commitment of resources and energy to grow revenues by placing significant emphasis on the expansion of our sales and marketing operations. With the opening of additional sales offices in key metropolitan areas and the hiring of new sales and marketing talent during the quarter, we are positioning ourselves for greater domestic and global sales opportunities." During the quarter, Mustang.com added sales offices in Atlanta, GA; Boston, MA; Los Angeles, CA; Miami, FL; and New York, NY. The Company also secured fifty additional customers for its Mustang Message Center e-mail management solution including Costco, Carnival Cruise Lines, E-Stamp, and The Travel Company. 9 Jim Harrer, President and Chief Executive Officer of Mustang.com, added, "Clearly, the dramatic growth of our industry requires the expansion of our professional and technological resources so that we may efficiently address the needs of our increasing customer base, which now numbers nearly 300 clients As we move into the final quarter of our fiscal year, we intend to continue promoting the growth of our sales and marketing force so that Mustang.com may secure and enhance its market leadership position." Mustang.com recently announced the launch of a new corporate branding strategy in tandem with the introduction of its next generation e-mail management platform, Mustang Message Center(tm) Version 3.0. Complemented by a new web site, logo and tagline which more closely reflects the Company's position as the industry's time- tested partner, Mustang.com announced the release of two new applications, Mustang TeleAgent(tm) and Mustang Notify(tm), to address new market opportunities. About Mustang.com and Mustang Message Center Mustang.com enables loyal, high quality customer relationships through the design, development and support of Internet and e-mail based customer management software applications. Mustang Message Center is an award-winning eService solution that improves e-mail management in mission-critical, high-volume customer service operations. The Mustang Message Center is actively utilized for 24x7, mission-critical customer service, by more than 290 companies, supporting hundreds of thousands of transactions every day. Corporate headquarters are located at 6200 Lake Ming Road, Bakersfield, CA 93306 with offices in Boston, MA, Chicago, IL, Los Angeles, CA, Miami, FL, Atlanta, GA, New York, NY and Washington, DC. Inquiries can be addressed via voice, 661-873-2500; fax, 661-873-2499; or e- mail, info@mustang.com. Additional information is available from Mustang.com on the Web at http://www.mustang.com. Statements in this news release that relate to future plans, financial results or projections, events or expected performance in future periods are forward-looking statements and fall within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results and performance for such periods may differ materially. Specifically, it is possible that the current revenue uptrend and gross margin expansions may not continue due to reduced demand for the Company's products and a change in production costs. While management wishes to provide readers with reasonable opinions and viewpoints with respect to the Company's progress, marketplace acceptance, and business opportunities, and fiscal performance, such statements, opinions and viewpoints are forward- looking and involve risks and uncertainties, including risks of changing conditions in the overall economy, the capital markets, the 10 computer and telecommunications industries, as well as risks of changing consumer demand and the success of the Company's business strategies and other factors detailed in the Company's annual and other reports filed with the Securities and Exchange Commission. ### Contact: Mustang.com, Inc., Don Leonard (661) 873-2575, investor@mustang.com Continental Capital & Equity, Dodi B. Zirkle (407) 682-2001, dodi@insidewallstreet.com 11 Mustang.com, Inc. Statements of Operations
Three Months Ended Nine Months Ended September 30 September 30 1999 1998 1999 1998 REVENUE $ 1,028,566 $ 501,963 $ 2,604,657 $ 1,304,601 COSTS OF REVENUE 136,111 41,576 290,964 141,424 - - - - ---------------------------------------------------------------------------- Gross profit 892,455 460,387 2,313,693 1,163,177 - - - - ----------------------------------------------------------------------------- OPERATING EXPENSES Research & Development 183,064 148,055 486,918 449,632 Selling & marketing 479,870 240,264 1,006,381 710,357 General & administrative 476,676 337,700 1,220,288 1,025,438 - - - - ----------------------------------------------------------------------------- Total Operating expenses 1,139,609 726,019 2,713,587 2,185,427 - - - - ----------------------------------------------------------------------------- Income (loss) from operations (247,154) (265,632) (399,894) (1,022,250) OTHER INCOME (EXPENSES), NET 17,804 3,086 68,457 13,252 - - - - ----------------------------------------------------------------------------- Income (loss) before provision for income taxes (229,350) (262,546) (331,437) (1,008,998) - - - - ----------------------------------------------------------------------------- PROVISION (BENEFIT) FOR INCOME TAXES - - 800 800 - - - - ----------------------------------------------------------------------------- NET INCOME (LOSS) $ (229,350) $ (262,546) $ (332,237) $(1,009,798) = = = ============================================================================= NET INCOME (LOSS) PER COMMON SHARE $ (0.05) $ (0.06) $ (0.07) $ (0.28) = = = ============================================================================= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 4,695,479 4,063,365 4,510,018 3,644,230 = = = =============================================================================
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