UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amended Current Report
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of earliest event reported
April, 16, 2002
BLUE MARTINI SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-30925 | 94-3319751 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
2600 Campus Drive
San Mateo, California 94403
(Address of principal executive offices)
Telephone Number (650) 356-4000
(Registrant’s telephone number, including area code)
On May 1, 2002, Blue Martini Software, Inc. (“Blue Martini”) filed a Current Report on Form 8-K to report its acquisition of The Cybrant Corporation (“Cybrant”) on April 16, 2002. Pursuant to Item 7 of Form 8-K, Blue Martini indicated that it would file certain financial information under Item 7 of Form 8-K no later than the date required. This Amendment is filed to provide the required financial information and to amend the language of Sections (a), (b), and (c) of Item 7.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
The required financial statements of Cybrant have been included in exhibit 99.2 of this Amendment.
(b) Pro Forma Financial Information.
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(c) Exhibits.
Item No. | Description | |
2.1* | Agreement and Plan of Merger and Reorganization, dated as of April 16, 2002. | |
23.1 | Consent of PricewarterhouseCoopers LLP (Independent Accountants for Cybrant). | |
99.1* | Blue Martini Press Release dated April 16, 2002. | |
99.2 | Cybrant audited financial statements for the years ended December 31, 2000 and 2001. |
* | Previously Filed as exhibits to our Current Report on Form 8-K filed with the Commission on May 1, 2002, and incorporated herein by reference. |
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BLUE MARTINI SOFTWARE
On April 16, 2002, Blue Martini Software, Inc. (“Blue Martini”) completed the acquisition of the Cybrant Corporation (“Cybrant”), through the merger of a wholly owned subsidiary of Blue Martini with and into Cybrant, with Cybrant surviving as a wholly owned subsidiary of Blue Martini (the “Merger”).
The following unaudited pro forma combined condensed financial information has been prepared to give effect to the Merger. This financial information reflects certain assumptions deemed probable by management regarding the Merger. The total estimated purchase consideration of the Merger has been allocated on a preliminary basis to assets and liabilities based on management’s best estimates of their fair value with the excess cost over the net assets acquired allocated to goodwill. The adjustments to the unaudited pro forma combined condensed financial information are subject to change pending a final analysis of the total purchase cost and the fair value of the assets and liabilities assumed. The impact of these changes could be material.
The unaudited pro forma combined condensed balance sheet as of December 31, 2001 gives effect to the Merger as if it had occurred on December 31, 2001, and combines the historical consolidated balance sheet of Blue Martini and the historical balance sheet of Cybrant as of that date.
The unaudited pro forma combined condensed statement of operations for the year ended December 31, 2001 combines the historical consolidated statement of operations of Blue Martini for the year ended December 31, 2001 with the historical statement of operations of Cybrant for the year ended December 31, 2001, and assumes that the merger had occurred on January 1, 2001.
The unaudited pro forma combined condensed financial information is based on estimates and assumptions. These estimates and assumptions are preliminary and have been made solely for purposes of developing this pro forma information. Unaudited pro forma combined condensed financial information is presented for illustrative purposes only and is not necessarily indicative of the combined financial position or results of operations of future periods or the results that actually would have been realized had the entities been a single entity during this period. This unaudited pro forma combined financial information is based upon the respective historical consolidated financial statements of Blue Martini and notes thereto, previously filed with the Securities and Exchange Commission and the historical financial statements of Cybrant included in this Form 8-K/A, and should be read in conjunction with those statements and the related notes.
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BLUE MARTINI SOFTWARE, INC.
December 31, 2001
(In thousands)
Blue Martini | Cybrant | Pro Forma Adjustment | Pro Forma Combined | |||||||||||||
ASSETS | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 12,945 | $ | 1,744 | $ | 14,689 | ||||||||||
Short-term investments | 84,554 | — | 84,554 | |||||||||||||
Accounts receivable, net | 5,558 | 1,506 | 7,064 | |||||||||||||
Prepaids and other current assets | 2,370 | 1,179 | (89 | )(A) | 3,460 | |||||||||||
Total current assets | 105,427 | 4,429 | (89 | ) | 109,767 | |||||||||||
Long-term investments | — | — | — | |||||||||||||
Property and equipment, net | 4,654 | 1,724 | (1,586 | )(A) | 4,792 | |||||||||||
Intangible assets and other, net | 12,340 | 164 | 2,700 | (A) | 15,204 | |||||||||||
Goodwill | — | — | 4,567 | (A) | 4,567 | |||||||||||
Total assets | $ | 122,421 | $ | 6,317 | $ | 5,592 | $ | 134,330 | ||||||||
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable | $ | 1,848 | $ | 208 | $ | 2,056 | ||||||||||
Accrued liabilities and other current liabilities | 12,940 | 1,927 | 552 | (A) | 15,419 | |||||||||||
Deferred revenues | 5,061 | 1,000 | (802 | )(A) | 5,259 | |||||||||||
Long-term obligations-current | 110 | 1,668 | 96 | (A) | 1,874 | |||||||||||
Total current liabilities | 19,959 | 4,803 | (154 | ) | 24,608 | |||||||||||
Long-term obligations-non current | — | 218 | 218 | |||||||||||||
Total liabilities | 19,959 | 5,021 | (154 | ) | 24,826 | |||||||||||
Redeemable convertible preferred stock, | — | 37,178 | (37,178 | )(A) | — | |||||||||||
Stockholders’ deficit: | ||||||||||||||||
Common stock | 68 | 2 | (2 | )(A) | 68 | |||||||||||
Additional paid-in-capital | 253,946 | 2,770 | 5,165 | (A) | 261,881 | |||||||||||
Deferred stock compensation | (8,000 | ) | — | (8,000 | ) | |||||||||||
Notes receivable from stockholders | — | (93 | ) | (93 | ) | |||||||||||
Accum. other comprehensive income | 595 | — | — | 595 | ||||||||||||
Accumulated deficit | (144,147 | ) | (38,561 | ) | 37,761 | (A) | (144,947 | ) | ||||||||
Total stockholders’ deficit | 102,462 | (35,882 | ) | 42,924 | 109,504 | |||||||||||
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | $ | 122,421 | $ | 6,317 | $ | 5,592 | $ | 134,330 | ||||||||
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements.
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BLUE MARTINI SOFTWARE, INC.
For the Year Ended December 31, 2001
(In thousands, except per share data)
Blue Martini | Cybrant | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
Revenues: | ||||||||||||||||
License | $ | 20,438 | $ | 4,074 | $ | 24,512 | ||||||||||
Service | 39,476 | 3,902 | 43,378 | |||||||||||||
Total revenues | 59,914 | 7,976 | — | 67,890 | ||||||||||||
Cost of revenues: | ||||||||||||||||
License | 2,122 | 1,000 | 3,122 | |||||||||||||
Service | 37,359 | 5,297 | 42,656 | |||||||||||||
Amortization of purchased technology | 2,000 | 1,200 | (B) | 3,200 | ||||||||||||
Total cost of revenues | 41,481 | 6,297 | 1,200 | 48,978 | ||||||||||||
Gross profit | 18,433 | 1,679 | (1,200 | ) | 18,912 | |||||||||||
Operating expenses: | ||||||||||||||||
Sales and marketing | 46,661 | 8,041 | 54,702 | |||||||||||||
Research & development | 18,623 | 7,066 | 25,689 | |||||||||||||
General & administrative | 10,900 | 1,243 | 12,143 | |||||||||||||
Charges for stock compensation | 12,014 | — | 12,014 | |||||||||||||
Amortization of acquired other intangibles | 150 | (B) | 150 | |||||||||||||
Restructuring charges | 6,257 | — | 6,257 | |||||||||||||
Total operating expenses | 94,455 | 16,350 | 150 | 110,955 | ||||||||||||
Loss from operations | (76,022 | ) | (14,671 | ) | (1,350 | ) | (92,043 | ) | ||||||||
Interest & other, net | 6,418 | (5 | ) | 6,413 | ||||||||||||
Net loss | $ | (69,604 | ) | $ | (14,676 | ) | $ | (1,350 | ) | $ | (85,630 | ) | ||||
Basic and diluted net loss per common share | $ | (1.09 | ) | $ | (1.25 | ) | ||||||||||
Shares used in computing basic and diluted net loss per common share | 63,970 | 4,535 | 68,505 | |||||||||||||
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements.
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BLUE MARTINI SOFTWARE, INC.
(A) To record the application of the purchase accounting.
The total estimated purchase price is $8,487,000 and is comprised of:
1. The issuance of 4,534,936 shares of Blue Martini common stock to Cybrant shareholders. The fair value of the Blue Martini shares issued is based on a per share value of $1.58, which is equal to the average market price as reported on the Nasdaq National Market for the period from two days prior to two days subsequent to the public announcement of the merger.
2. The exchange of warrants assumed in the Merger for 586,762 shares of Blue Martini common stock with an exercise price of $0.79 per share that expire in 2007. The warrants have been valued based on the Black-Scholes option pricing model.
3. Estimated restructuring and exit costs consisting primarily of severance payments, facility and equipment related charges.
4. Estimated direct costs of the transactions consisting primarily of fees for legal, accounting and valuation services.
The amounts and components of the estimated purchase price is presented below (in thousands):
Fair value of Blue Martini common stock issued | $ | 7,165 | |
Estimated fair value of warrants exchanged | 770 | ||
Estimated restructuring and exit costs | 352 | ||
Estimated acquisition-related costs | 200 | ||
$ | 8,487 | ||
Under purchase accounting, the total purchase price will be allocated to Cybrant’s assets and liabilities based on their fair values. Allocations are subject to valuations as of the date of the consummation of the merger. The total price is expected to be allocated to tangible assets and liabilities, identifiable intangible assets, including in-process research and development (“IPRD”) and purchased technology, and goodwill. The purchased technology is expected to be amortized over two years beginning at acquisition date and the IPRD will be charged to expense in the second quarter of 2002.
The following represents the preliminary allocation of the purchase price to the acquired assets and assumed liabilities of Cybrant. The allocation is preliminary and based on Cybrant’s assets and liabilities as of December 31, 2001 (in thousands):
Net assets assumed | $ | 420 | |
Purchased technology | 2,400 | ||
Other intangible assets | 300 | ||
Goodwill | 4,567 | ||
In-process research and development | 800 | ||
Total purchase price | $ | 8,487 | |
The actual allocation of the purchase price will be based on the composition of Cybrant’s net assets on April 16, 2002 (the Merger closing date) and the final valuation analysis of the fair value of the net assets as of April 16, 2002. Consequently, the actual allocation of the purchase price could differ from that presented above.
Net assets assumed were adjusted primarily for the adjustments of certain fixed assets to fair values, the reduction of deferred revenue to the fair value of the obligation assumed and additional liabilities in connection with payoff of certain lease obligations.
Goodwill represents the excess of the purchase price over the fair value of the tangible and identifiable assets. The unaudited pro forma combined statement of operations does not include the amortization of goodwill acquired in the acquisition in accordance with Financial Accounting Standards Board Statement No. 142, Goodwill and Other Intangible Assets.
(B) Acquired intangible assets are amortized over a period of two years.
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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.
BLUE MARTINI SOFTWARE , INC. | ||
By: | /s/ ROBERT E. CELL | |
Robert E. Cell Vice President and Chief Financial Officer |
Dated: June 26, 2002
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EXHIBIT INDEX
Exhibit Number | Description | ||
2.1 | * | Agreement and Plan of Merger and Reorganization, dated as of April 16, 2002. | |
23.1 | Consent of PricewarterhouseCoopers LLP (Independent Accountants for Cybrant). | ||
99.1 | * | Blue Martini Press Release dated April 16,2002. | |
99.2 | The Cybrant Corp. audited financial statements for the years ended December 31, 2000 and 2001. |
* | Previously Filed as Exhibits to our Current Report on Form 8-K filed with the Commission on May 1, 2002 |