SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 20, 2002
INFINIUM SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-27030 04-2734036
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
25 COMMUNICATIONS WAY, HYANNIS, MA 02601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 778-2000
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On December 20, 2002, Infinium Software, Inc. (the "Company"), a
Massachusetts corporation, announced that its stockholders had approved the
Agreement and Plan of Merger, dated as of October 28, 2002, by and among the
Company, SSA Global Technologies, Inc. ("SSA"), a Delaware corporation and
Samurai Merger Subsidiary, Inc. ("Samurai"), a Massachusetts corporation and
wholly-owned subsidiary of SSA and the transactions contemplated by the merger
agreement (the "Merger"). On December 20, 2002, the Merger was consummated.
SSA's press release announcing these events is attached to this Current Report
on Form 8-K as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
See Exhibit Index attached hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: December 20, 2002 INFINIUM SOFTWARE, INC.
By: /s/Kirk Isaacson
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Name: Kirk Isaacson
Title: President
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
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99.1 Press Release, issued on December 20, 2002, announcing that
Infinium's stockholders had approved the Agreement and Plan of Merger,
dated as of October 28, 2002, by and among the Company, SSA Global
Technologies, Inc. ("SSA"), a Delaware corporation and Samurai Merger
Subsidiary, Inc. ("Samurai"), a Massachusetts corporation and
wholly-owned subsidiary of SSA, and the transactions contemplated
thereby.
(LOGO SSA Global Technologies)
SSA GLOBAL TECHNOLOGIES COMPLETES ACQUISITION OF INFINIUM SOFTWARE, INC.
CHICAGO, DECEMBER 20, 2002 - SSA Global Technologies, Inc.(TM) (SSA GT(TM)), a
worldwide provider of enterprise solutions and services, today announced the
completion of its acquisition of Infinium Software, Inc. (NASDAQ: INFM). SSA GT
has acquired 100 percent ownership of Infinium as the result of a merger in
which each outstanding share of Infinium's common stock has been converted into
the right to receive $7.00 in cash. The acquisition was approved today by
Infinium shareholders.
Infinium Software provides Web-integrated enterprise business applications
optimized for the IBM eServer iSeries. The acquisition deepens SSA GT's reach
into the process manufacturing space with strong financial and human
resources/payroll applications while broadening capabilities into gaming,
hospitality and healthcare industries.
Infinium Software adds approximately 1,800 customers to SSA GT's existing client
base. These customers will benefit from SSA GT's global business reach and will
reap additional benefits via e-business and extension products such as
collaborative commerce, warehouse management and role-based portals.
The acquisition of Infinium continues SSA GT's growth strategy of acquiring
high-value brands that offer incremental value to customers' existing enterprise
systems. In April of this year, SSA GT acquired the supply chain, human resource
and financial management product lines of interBiz, a division of Computer
Associates International, Inc. (NYSE: CA).
ABOUT SSA GLOBAL TECHNOLOGIES
SSA Global Technologies, Inc. is a leading provider of enterprise solutions for
manufacturing, consumer and services companies worldwide. SSA GT's enterprise
resource planning (ERP) platforms easily integrate with strategic business
applications to deliver e-business, business intelligence, customer relationship
management (CRM) and supply chain management (SCM) solutions. Headquartered in
Chicago, SSA GT has 121 worldwide offices serving more than 10,000 active
customers that represent market-leading companies in over 90 countries. For
additional information, visit the SSA GT web site at www.ssagt.com.
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SSA Global Technologies and SSA GT are trademarks of SSA Global Technologies,
Inc. All copyright, registration and trademarks for BPCS, PRMS, MAX
International, KBM, MK, MANMAN, Warehouse BOSS, CAS, Masterpiece, Maxcim and
interBiz are owned by SSA Global Technologies, Inc. Other products mentioned in
this document are registered, trademarked or service marked by their respective
owners.
FORWARD LOOKING STATEMENTS
These materials may contain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Any "forward-looking statements" in
these materials are subject to certain risks and uncertainties that could cause
actual results to differ materially from those stated. Any statements that are
not statements of historical fact (including without limitation statements to
the effect that Infinium or its management "believes", "expects", "anticipates",
"plans", "looks forward" and similar expressions) should be considered
forward-looking statements. Important factors that could cause actual results to
differ from those indicated by such forward-looking statements include
uncertainties relating to the demand for products and service offerings,
inability to recognize deferred services, maintenance, business expansion or
increases in its revenues, profits or cash flows, seasonal variations in
results, competitive conditions in the industry, changes in technology, stock
price volatility, ability to attract and retain key personnel, general economic
conditions and those other factors and uncertainties that are discussed under
the caption "Factors Affecting Future Performance" in Infinium's most recent
Annual Report to Stockholders, which is on file with the SEC.
For press inquiries, contact:
Maria Diecidue Peter Pedraza
SSA Global Technologies Edelman Public Relations
(312) 258-6000 (312) 240-2764
diecidue@ssax.com peter.pedraza@edelman.com