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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): January 12, 2000
ZAMBA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-22718 41-1636021
(Commission File No.) (IRS Employer Identification No.)
7301 OHMS LANE, SUITE 200
MINNEAPOLIS, MINNESOTA 55439
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (612) 832-9800
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
THE CURRENT REPORT ON FORM 8-K CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, RELATED TO ZAMBA CORPORATION, A DELAWARE CORPORATION ("ZAMBA"), AND
ZAMBA'S ACQUISITION OF CAMWORKS, INC., A MINNESOTA CORPORATION ("CAMWORKS"),
THAT MAY INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. THESE UNCERTAINTIES
INCLUDE RISKS RELATING TO THE INTEGRATION OF ZAMBA AND CAMWORKS. ACTUAL RESULTS
AND DEVELOPMENTS THEREFORE MAY DIFFER MATERIALLY FROM THOSE DESCRIBED OR
INCORPORATED BY REFERENCE IN THIS REPORT. FOR MORE INFORMATION ABOUT ZAMBA AND
RISKS ARISING WHEN INVESTING IN ZAMBA, YOU ARE DIRECTED TO ZAMBA'S MOST RECENT
REPORTS ON FORM 10-K AND FORM 10-Q, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "COMMISSION").
On December 28, 1999, Zamba, ZCA Corp., a Minnesota corporation and wholly-owned
subsidiary of Zamba ("Merger Sub") and Camworks entered into an Agreement and
Plan of Merger and Reorganization (the "Agreement") providing for the merger of
Camworks with and into Merger Sub (the "Merger"). The terms of the Agreement,
including the consideration paid, were determined through arms' length
negotiations between Zamba and Camworks. Zamba is a customer care consulting
company. Camworks is a provider of web-based ecommerce software integration
services.
The Merger became effective on December 29, 1999, when the Articles of Merger
were filed with the Minnesota Secretary of State (the "Effective Time"). In
accordance with the terms of the Agreement, at the Effective Time: (a) the
separate corporate existence of Camworks ceased; with Merger Sub continuing as
the surviving corporation; and (b) each outstanding share of Camworks capital
stock was automatically converted into the right to receive 9,300 shares of
Zamba common stock. Zamba issued an aggregate of 1,000,000 shares of Zamba
common stock under Regulation D of the Securities Act in connection with the
Merger. The Merger is intended to be a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, and will be accounted for as a
pooling of interests. The foregoing discussion regarding the Agreement and the
Merger is qualified in its entirety by reference to the Agreement, a copy of
which is attached hereto as Exhibit 2.1, and which is hereby incorporated by
reference.
The Merger will result in the integration of two companies that have previously
operated independently. As soon as practicable following the Merger, Zamba
intends to integrate certain aspects of the operations of Camworks into Zamba.
However, there can be no assurance that Zamba will successfully integrate the
operations of Camworks with those of Zamba or that any or all of the benefits
expected from such integration will be realized. Any delays or unexpected costs
incurred in connection with such integration could have an adverse effect on
Zamba's business, operating or financial condition. Furthermore, there can be no
assurance that the operations, management and personnel of the two companies
will be compatible or that Zamba will not experience the loss of key personnel
and clients. There can be no assurance that combining the business of Zamba and
Camworks, even if achieved in an efficient and effective manner, will result in
combined results of operations and financial condition that are superior to what
would have been achieved by Zamba or Camworks independently. In addition,
certain costs are generally associated with transactions such as the Merger.
While these costs have not been currently identified, any such costs will
adversely affect operating results of Zamba in the period in which they are
incurred. Finally, the parties intend that the transaction will be eligible for
tax-free treatment, but failure
to obtain such status could increase the costs of the transaction.
ITEM 5. OTHER EVENTS
In connection with the Merger, Zamba entered into a Registration and Rights
Agreement dated as of December 28, 1999 providing the shareholders of Camworks
with certain rights to require registration with the Commisssion of the Zamba
common stock being issued to them in connection with the Merger, which agreement
is filed as Exhibit 4.1, and is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
To be filed by amendment pursuant to Item 7(b)(2).
(b) Pro forma Financial Statements
To be filed by amendment pursuant to Item 7(b)(2).
(c) Exhibits
See attached Exhibit list.
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.
ZAMBA CORPORATION
By: /s/ PAUL D. EDELHERTZ
Paul D. Edelhertz
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dated: January 12, 2000
EXHIBIT INDEX
TO
FORM 8-K
ZAMBA CORPORATION
Exhibit
No. Description
2.1 Agreement and Plan and Reorganization dated December 28, 1999, between
Zamba Corporation, ZCA Corp., Camworks, Inc. the Shareholders, and the
Shareholder Representative (filed herewith)
4.1 Registration and Rights Agreement dated December 28, 1999 (filed
herewith)