SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 19, 1997
Computervision Corporation
(Exact name of registrant as specified in charter)
Delaware 1-7760/0-20290 04-2491912
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(State or other (Commission IRS Employer
jurisdiction File Numbers) Identification
of incorporation) Number)
100 Crosby Drive, Bedford, MA 01730
(Address of principal executive offices)
(617) 275-1800
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Item 5. Other Events
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On March 19, 1997, Computervision Corporation (the
"Company") issued a press release announcing the termination of
the agreement with J. F. Lehman & Co. to purchase its Open
Service Solutions (OSS) business unit. It also announced that it
has signed a non-binding Letter of Intent for the sale of 51% of
OSS to M.D. Sass Investors Services, Inc., an affiliate of the
Company (see attached press release).
On March 19, 1997, Computervision Corporation also issued a
press release announcing the appointment of James P. Regan as
President and CEO of CV Services International (see attached
press release).
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of business acquired:
Not applicable
(b) Pro Forma financial information
Not applicable
(c) Exhibits:
(99) (a) Press Release dated March 19, 1997
(99) (b) Press Release dated March 19, 1997
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 thereunto duly
authorized.
Computervision Corporation
(Registrant)
By /S/ Anthony N. Fiore, Jr.
Anthony N. Fiore, Jr.
Vice President, Business
Operations and General Counsel
Date: March 24, 1997
EXHIBIT INDEX
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Exhibit No. Page. No.
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(99) (a) Press Release dated March 19, 1997 6-7
(99) (b) Press Release dated March 19, 1997 8-9
For Further Information
Investor Contact: Media Contact:
Kathryn Cadigan Paula Slotkin
Director, Investor Relations Director, Public Relations
(617) 275-1800, ext. 1871 (617) 275-1800, ext. 1838
kcadigan@msgate.cv.com pslotkin@msgate.cv.com
FOR IMMEDIATE RELEASE
Computervision Announces:
Termination of J.F. Lehman Agreement to
Purchase Services Business;
A New Buyer to Purchase 51% of Services Business
BEDFORD, Mass., March 19, 1997 - Computervision (NYSE:CVN) today
announced the termination of the agreement with J.F. Lehman &
Company for its Open Service Solutions (OSS) business unit. The
Company also announced it has signed a non-binding Letter of
Intent with a new buyer for this business.
Under the Letter of Intent, M.D. Sass Investors Services, Inc., a
New York-based investment management concern, and affiliated
entities, will purchase 51% interest in OSS. Computervision will
receive $30 million in cash, $25 million in a preferred note, and
49% of the new company's common equity. Additionally, M.D. Sass
will have the option to purchase 10% of the Company's interest in
the new entity. The terms will provide for certain prepayment
incentives to quickly monetize the preferred note. The purchase
is subject to financing and customary closing conditions.
Kathleen A. Cote, president and chief executive officer, said "We
have developed a strong plan to manage and grow the OSS business
as an autonomous unit, which will allow Computervision management
to focus its attention on the high-growth Electronic Product
Definition(TM) (EPD(TM)) market. However, once concluded, the
M.D. Sass transaction would not only allow us to complete the
transition to a pure software solutions company, but also to
realize the value we see in the OSS business."
In a separate press release today, it was announced that James P.
Regan will be president and chief executive officer of the re-
named services business, Computervision Services International
(CVSI). Regan brings more than thirty years of industry and
military experience to CVSI and has an exemplary track record in
managing and growing information technology services businesses,
most recently for a $270 million information systems business
unit of Litton Industries, PRC, Inc.
"Over the last four quarters, CVSI revenues have remained
constant at approximately $40 million each quarter. Jim's task
will be to sustain the revenue stream in 1997 and to position
CVSI for growth," continued Cote.
Cote concluded by stating, "The past three years have seen
dramatic change in the industry and in our Company. These
changes translated into earnings growth for our shareholders and
improvement in our balance sheet. Our goal remains to direct our
focus on bringing value to our shareholders by delivering the
best software solutions available for our existing and
prospective customers."
As a result of the termination of the Lehman agreement,
approximately $5 million in previously deferred fees and expenses
will now be expensed in the fourth quarter of 1996. The Company
also expects to record a non-recurring charge in Q1 for
approximately $7 million related primarily to completing the
separation of CVSI from the software company.
This press release contains "forward-looking" statements under
the federal securities laws. The Company notes that the actual
results could differ materially from those projected, including:
reliance on significant contracts from large customers that make
quarterly revenue and earnings difficult to predict and the risks
associated with new product introduction and technology
development by the Company. The Company refers the reader to its
filings with the Securities and Exchange Commission for other
risks and uncertainties.
Computervision Background
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Computervision Corporation (NYSE:CVN) is the leading
international supplier of Electronic Product Definition (EPD)
solutions. EPD is Computervision's product and process response
to the customer need to concurrently create, manage, share and
reuse electronic product information in a collaborative
environment throughout a product's life cycle and across a
distributed value chain. For more than 26 years, the Company's
product development software solutions have helped manufacturers
improve product quality and reduce time to market. Computervision
is headquartered in Bedford, Massachusetts.
Computervision and the Computervision logo are USPTO registered
trademarks of Computervision Corporation. Electronic Product
Definition and EPD are trademarks of Computervision Corporation.
All other trademarks are trademarks of their respective owners.
A copy of this release plus financial, product, and other company
information is available via fax by dialing 1-800-546-4616. Any
questions should be directed to Investor Relations at
Computervision Corporation at (617) 275-1800, ext. 1871. For
more information on Computervision, please call (617) 275-1800 or
visit the Computervision web site at ht.//www.cv.com.
For Further Information:
Wayne B. George
Computervision Corporation
(617) 275-1800, ext. 2443
wgeorge@msgate.cv.com
FOR IMMEDIATE RELEASE
Computervision Appoints James P. Regan President and CEO
of CV Services International
BEDFORD, Mass., March 19, 1997 -- Computervision Corporation
(NYSE:CVN) today announced the appointment of James P. Regan to
president and chief executive officer of its newly renamed
technology services solutions business, CV Services International
(CVSI).
Regan brings over thirty years of industry and military
management experience with ten plus years in the IT systems and
services businesses. Most recently, he was senior vice president
and general manager of PRC's Standard Systems market sector, an
IT solutions provider. Prior to that, Regan was senior vice
president and general manager of PRC's Information Systems
Business Unit. Formerly, he held vice president, general and
operations management positions for PRC's Continuous Acquisition
and Life-Cycle Support Systems Division and Applied Management
Group.
"Jim is a significant addition to the CVSI management team, "said
Kathleen Cote, president and chief executive officer of
Computervision. "His leadership skills coupled with a strong
systems and services background will be especially valuable to
the CVSI business."
"We are confident in our ability to stabilize and grow CVSI,"
said Regan. "Our continuing goals are to expand the range of
services CVSI provides in systems support and maintenance,
networking and information technology infrastructure support."
CV Services International (CVSI), formerly the Open Service
Solutions (OSS) business unit of Computervision Corporation, has
a history firmly rooted in complex systems in a networked
environment. It has matured as a truly international company,
supporting more than 20,000 manufacturing and commercial
customers and serving more than 100,000 systems worldwide. CVSI
is the largest independent provider of hardware and systems
software services to end users of Sun Microsystems and is one of
the world's leading IT service providers.
Computervision Background
- -------------------------
Computervision Corporation (NYSE:CVN) is the leading
international supplier of Electronic Product Definition (EPD)
solutions. EPD is Computervision's product and process response
to the customer need to concurrently create, manage, share and
reuse electronic product information in a collaborative
environment throughout a product's life cycle and across a
distributed value chain. For more than 26 years, the company's
product development software solutions have helped manufacturers
improve product quality and reduce time to market.
Computervision Services(R) provides best-practices consulting
programs to support product development process reengineering and
technology implementation. Computervision Services also supports
applications, systems, and networks in heterogeneous computing
environments. Computervision is headquartered in Bedford,
Massachusetts.
Certain matters discussed in this release are forward-looking
statements that are subject to risks and uncertainties that could
cause actual results to differ materially from those projected.
Please refer to the company's SEC reports and filings for further
information on such factors.
Computervision, the Computervision logo, and Computervision
Services are USPTO registered trademarks of Computervision
Corporation. Electronic Product Definition, and EPD are
trademarks of Computervision Corporation. All other trademarks
are trademarks of their respective owners.
A copy of this release plus financial, product, and other company
information is available via fax by dialing 1-800-546-4616. Any
questions should be directed to Investor Relations at
Computervision Corporation at (617) 275-1800, ext. 1871. For
more information on Computervision, please call (617) 275-1800 or
visit the Computervision web site at http://www.cv.com.