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): September 30, 1999
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TenFold Corporation
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(Exact name of registrant as specified in its charter)
Delaware 333-74057 83-0302610
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
180 West Election Road, Draper, Utah 84020
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (801) 495-1010
ITEM 5 - OTHER EVENTS
Salt Lake City, UT - On September 30, 1999, TenFold Corporation ("TenFold")
entered into a Stock Purchase Agreement ("Agreement") with Barclays California
Corporation ("BarCal") whereby TenFold purchased the entire equity interest of
BarCal in its wholly-owned subsidiary The LongView Group, Inc. ("LongView").
The Agreement, which was approved by TenFold's Board of Directors and BarCal's
management, received regulatory approval and met other customary conditions of
closing. On October 7, 1999, the acquisition was closed. The acquisition will be
accounted for under the purchase method of accounting.
Pursuant to the Agreement, TenFold acquired from BarCal all of the issued
and outstanding capital stock (and any other equity interests) of LongView for
$22 million, comprised of $10 million in cash and a $12 million promissory note
from TenFold to BarCal. The promissory note is due and payable in installments
of $3 million on April 15, 2000 and $9 million on July 15, 2000. In connection
with this Agreement, the Company deposited the $10 million into an escrow
account. Concurrent with the closing of the acquisition, on October 7, 1999, the
cash was released from escrow and remitted to BarCal. Additionally, the Company
expects to recognize a charge to income for in-process research and development
related to the acquisition, which will occur in the fourth quarter.
BarCal has been a customer of LongView since 1998. BarCal has also been a
customer of TenFold since 1997 and as such has various software license and
service agreements with TenFold. BarCal signed, on September 30, 1999, an
additional Master Software License and Services Agreement, purchasing from
TenFold a multi-project license to the Universal Application and TenFold
ComponentWare products for $4 million. The $4 million was received by the
Company and has been recorded as deferred revenue pending a formal valuation of
the various components and the closing of the transaction, which will determine
the final accounting.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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99.1 Press Release issued October 5, 1999
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 hereunto duly authorized.
TENFOLD CORPORATION
(Registrant)
Date: October 14, 1999
By: /s/ Robert P. Hughes
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Robert P. Hughes
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Document
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99.1 Press Release issued October 5, 1999