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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): December 14, 1998
C-ATS SOFTWARE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
000-25526 77-0185283
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(Commission File Number) (I.R.S. Employer Identification Number)
1870 Embarcadero Road
Palo Alto, California 94303
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(Address of principal executive offices)
(650) 321-3000
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(Registrant's telephone number, including area code)
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C-ATS Software, Inc.
Form 8-K
Item 5. Other Events
Moxie Acquisition Corporation, a Delaware corporation (the "Purchaser") and
wholly-owned subsidiary of Kirsty, Inc., a Delaware corporation ("USA Sub") and
an indirect wholly-owned subsidiary of Misys plc, a public limited company
organized under the laws of England ("Parent") has offered to purchase all
outstanding shares of Common Stock, par value $0.001 per share, of C-ATS
Software Inc., a Delaware corporation (the "Company"), at $7.50 per share (the
"Offer").
The Offer is being made pursuant to the Agreement and Plan of Merger dated
as of December 14, 1998, among the Purchaser, USA Sub, Parent and the Company
pursuant to which, as soon as practicable following the consummation of the
Offer and the satisfaction or waiver of certain conditions, the Purchaser will
be merged with and into the Company, with the Company surviving the merger as an
indirect wholly-owned subsidiary of the Parent.
Item 7. Financial Statements and Exhibits
(c) Exhibits (in accordance with Item 601 of Regulation S-K)
99.1 Agreement and Plan of Merger dated as of December 14, 1998, among
the Registrant, Moxie Acquisition Corporation, Kirsty, Inc. and
Misys plc.
99.2 Stockholders Agreement dated as of December 14, 1998 among Moxie
Acquisition Corporation, Kirsty, Inc., Misys plc and certain
stockholders of the Registrant.
99.3 Stockholder Agreement dated as of December 14, 1998 among Moxie
Acquisition Corporation, Kirsty, Inc., Misys plc and The Rod A.
and Patrice V. Beckstrom Charitable Remainder Trust.
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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 hereunder duly authorized.
C-ATS Software, Inc.
Date: December 16, 1998. /s/ David Gilbert
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David Gilbert
President and Chief Operating Officer
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C-ATS Software, Inc.
Form 8-K
INDEX TO EXHIBITS
Exhibit
Number Exhibit Name
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99.1 Agreement and Plan of Merger dated as of December 14, 1998,
among the Registrant, Moxie Acquisition Corporation, Kirsty,
Inc. and Misys plc.
99.2 Stockholders Agreement dated as of December 14, 1998 among Moxie
Acquisition Corporation, Kirsty, Inc., Misys plc and certain
stockholders of the Registrant.
99.3 Stockholder Agreement dated as of December 14, 1998 among Moxie
Acquisition Corporation, Kirsty, Inc., Misys plc and The Rod A.
and Patrice V. Beckstrom Charitable Remainder Trust.
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