UNITED STATES
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): June 28, 2004
CATALYST INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-27138 | 39-1415889 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
8989 North Deerwood Drive
Milwaukee, Wisconsin 53223 (Address of principal executive offices) |
Registrant’s telephone number, including area code: (414) 362-6800
Item 5. Other Events and Regulation FD Disclosure.
On June 29, 2004, Catalyst International, Inc. (the “Company”) announced that it had entered into an Agreement and Plan of Merger dated as of June 28, 2004 pursuant to which ComVest Investment Partners II LLC ("ComVest") agreed to acquire the Company by means of a merger in which the Company’s shareholders would receive $2.50 per share in cash. The consummation of the merger is subject to the approval of the Company’s shareholders and other customary closing conditions. Roy J. Carver, Douglas B. Coder, Terrence L. Mealy, William G. Nelson and James B. Treleaven have also entered into a Stockholders Voting Agreement with ComVest dated as of June 28, 2004 that grants ComVest a proxy to vote their shares of Company common stock in favor of the merger.
The press release, Agreement and Plan of Merger and Stockholders Agreement are filed as exhibits hereto.
Item 7. Financial Statements and Exhibits.
(c)
Exhibits
Exhibit No. | Description |
2.1 | Agreement and Plan of Merger by and among ComVest Investment Partners II LLC, CAT Acquisition Corp., and Catalyst International, Inc., dated as of June 28, 2004 (The disclosure schedule and exhibits B and C are omitted and will be furnished to the Commission upon request.) |
| | |
2.2 | Stockholders Voting Agreement among ComVest Investment Partners II LLC, CAT Acquisition Corp., and the stockholders named therein, dated as of June 28, 2004 |
| | |
99.1 | Press Release issued June 29, 2004 |
| | |
SIGNATURE
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.
Dated: June 30, 2004
CATALYST INTERNATIONAL, INC.
By:
/s/ James B. Treleaven
James B. Treleaven
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. | Description |
| | |
2.1 | Agreement and Plan of Merger by and among ComVest Investment Partners II LLC, CAT Acquisition Corp., and Catalyst International, Inc., dated as of June 28, 2004 (The disclosure schedule and exhibits B and C are omitted and will be furnished to the Commission upon request.) |
| | |
2.2 | Stockholders Voting Agreement among ComVest Investment Partners II LLC, CAT Acquisition Corp., and the stockholders named therein, dated as of June 28, 2004 |
| | |
99.1 | Press Release issued June 29, 2004 |
| | |
