SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
June 14, 1999
Date of Report (Date of earliest event reported)
_________
PulsePoint Communications
(Exact name of registrant as specified in its charter)
California 0-18280 95-3222624
(State or other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
6307 Carpinteria Avenue 93013
Carpinteria, California (Zip Code)
(Address of principal executive offices)
(805) 556-2000
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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On June 15, 1999, Unisys Corporation and PulsePoint Communications
announced that they had signed an agreement for Unisys to acquire PulsePoint, a
leading developer of carrier-class enhanced services solutions for the
communications industry, in a tax-free, stock-for-stock merger.
In the merger, each share of PulsePoint common stock will be converted
into Unisys common stock using an exchange ratio based on the average price of
Unisys common stock during a 20-trading-day period preceding the PulsePoint
shareholder meeting to approve the transaction. The ratio will provide for a
maximum consideration of $6.60 (if the average price of Unisys common stock is
above $33) and a minimum consideration of $5.40 (if the average price is below
$27) for each PulsePoint common share. If the Unisys average price is between
$27 and $33, PulsePoint shareholders will receive 0.2 shares of Unisys common
stock for each share of PulsePoint common stock. PulsePoint convertible
preferred stock will be converted into PulsePoint common stock prior to the
merger.
On June 14, 1999, the closing price of Unisys common stock on the New York
Stock Exchange was $37.4375 per share. If this were the 20-day average price,
PulsePoint shareholders would receive the maximum consideration of $6.60, or
0.176 shares of Unisys common stock, for each share of PulsePoint common stock.
This would result in a total of approximately 2.4 million shares of Unisys
common stock being issued in the merger. In addition, all outstanding PulsePoint
stock options and warrants will be converted into options and warrants to
purchase Unisys common stock, giving effect to the exchange ratio used in the
merger.
The acquisition, which will be accounted for as a pooling of interests, is
expected to close in the third quarter of 1999. The transaction is subject to
approval by PulsePoint common and preferred shareholders, each class voting
separately, as well as regulatory approvals, including registration of the
shares of Unisys common stock to be issued in the merger and Hart-Scott-Rodino
Act review, and customary closing conditions.
Certain institutional holders owning more than 90 percent of the
outstanding shares of PulsePoint convertible preferred stock and approximately
10 percent of the outstanding shares of PulsePoint common stock have agreed to
vote in favor of the merger. These holders have also agreed, subject to
completion of the registration process by July 30, 1999, to convert a portion of
their preferred holdings into common stock prior to the PulsePoint shareholder
meeting and to also vote those common shares in favor of the merger. In such
event, 89 percent of the PulsePoint preferred shares and 38 percent of the
PulsePoint common shares will be committed to approve the merger. If the
registration process is not completed by July 30, 1999, and the holders of the
preferred stock elect not to convert, Unisys has the right to terminate the
transaction before August 20, 1999.
The merger agreement also includes customary non-solicitation, termination
fee and expense reimbursement provisions. In addition, PulsePoint has granted
Unisys an option to purchase a number of shares of PulsePoint common stock equal
to approximately 19.9% of its currently outstanding shares of common stock,
exercisable if the merger is terminated under certain circumstances .
Attached and incorporated herein by reference in their entirety as
Exhibits 2.1, 10.1, 10.2, 10.3 and 99.1, respectively, are copies of (1) the
Merger Agreement, (2) the PulsePoint Stock Option Agreement, (3) a form of the
Voting Agreement, (4) a form of letter agreement pursuant to which certain
institutional holders have agreed to convert their PulsePoint preferred stock
into PulsePoint common stock and (5) a press release of PulsePoint and Unisys
announcing the signing of a definitive agreement to merge the two companies.
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Item 7(c). Exhibits
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2.1 Agreement and Plan of Merger dated as of June 14, 1999, between
PulsePoint Communications, Unisys Corporation and Shellco Inc.
10.1 Stock Option Agreement dated as of June 14, 1999, between Unisys
Corporation and PulsePoint Communications, as Grantor.
10.2* Form of Voting Agreement dated as of June 14, 1999.
10.3** Form of Letter Agreement.
99.1 Press release dated June 15, 1999, announcing the signing of an
agreement to merge PulsePoint Communications and a subsidiary of
Unisys Corporation.
* Attached as Exhibit B to the Merger Agreement. Unisys Corporation
has entered into a Voting Agreement in substantially the form filed
herewith with Oak Investment Partners V, Limited Partnership; Oak
Investment Partners VII, Limited Partnership; Oak Investment
Partners III, A Limited Partnership; Oak VII Affiliates Fund,
Limited Partnership; Oak V Affiliates Fund, Limited Partnership; and
Bandel L. Carano (collectively, the "Oak Entities"); Frederick J.
Warren; Microsoft Corporation; Citiventure 96 A.P. Partnership Fund,
L.P.; Chancellor Private Capital Offshore Partners II, L.P.;
Chancellor Private Capital Partners III, Limited Partnership;
Chancellor Private Capital Offshore Partners I, C.V.; Moore Global
Investments, Ltd. and Remington Investment Strategies, L.P.
** Unisys and PulsePoint have received letters in substantially the
form filed herewith from the Oak Entities; Frederick J. Warren;
Microsoft Corporation; Citiventure 96 A.P. Partnership Fund, L.P.;
Chancellor Private Capital Offshore Partners II, L.P.; Chancellor
Private Capital Partners III, Limited Partnership; Chancellor
Private Capital Offshore Partners I, C.V.; Moore Global Investments,
Ltd. and Remington Investment Strategies, L.P.; provided that the
letter from the Oak Entities provides for the conversion of thirty
three percent (33%) of the PulsePoint Preferred shares held by them.
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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.
PULSEPOINT COMMUNICATIONS
Date: June 18, 1999 By: /s/ Mark C. Ozur
-------------------------------
Name: Mark C. Ozur
Title: President and
Chief Executive Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated as of June 14, 1999, between
PulsePoint Communications, Unisys Corporation and Shellco Inc.
10.1 Stock Option Agreement dated as of June 14, 1999, between Unisys
Corporation and PulsePoint Communications, as Grantor.
10.2* Form of Voting Agreement dated as of June 14, 1999.
10.3** Form of Letter Agreement.
99.1 Press release dated June 15, 1999, announcing the signing of an
agreement to merge PulsePoint Communications and a subsidiary of
Unisys Corporation.
* Attached as Exhibit B to the Merger Agreement. Unisys Corporation
has entered into a Voting Agreement in substantially the form filed
herewith with Oak Investment Partners V, Limited Partnership; Oak
Investment Partners VII, Limited Partnership; Oak Investment
Partners III, A Limited Partnership; Oak VII Affiliates Fund,
Limited Partnership; Oak V Affiliates Fund, Limited Partnership; and
Bandel L. Carano (collectively, the "Oak Entities"); Frederick J.
Warren; Microsoft Corporation; Citiventure 96 A.P. Partnership Fund,
L.P.; Chancellor Private Capital Offshore Partners II, L.P.;
Chancellor Private Capital Partners III, Limited Partnership;
Chancellor Private Capital Offshore Partners I, C.V.; Moore Global
Investments, Ltd. and Remington Investment Strategies, L.P.
** Unisys and PulsePoint have received letters in substantially the
form filed herewith from the Oak Entities; Frederick J. Warren;
Microsoft Corporation; Citiventure 96 A.P. Partnership Fund, L.P.;
Chancellor Private Capital Offshore Partners II, L.P.; Chancellor
Private Capital Partners III, Limited Partnership; Chancellor
Private Capital Offshore Partners I, C.V.; Moore Global Investments,
Ltd. and Remington Investment Strategies, L.P.; provided that the
letter from the Oak Entities provides for the conversion of thirty
three percent (33%) of the PulsePoint Preferred shares held by them.
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