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) January 7, 2000.
----------------
COMMERCE ONE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 333-76987 680322810
---------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1600 RIVIERA AVENUE, SUITE 200, WALNUT CREEK, CALIFORNIA 94596
-----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (925) 941-6022
--------------
N/A
----------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 7, 2000 (the "Closing Date"), Gavel Acquisition
Corporation, a California corporation and a wholly owned subsidiary ("Sub")
of Commerce One, Inc., a Delaware corporation ("Registrant"), was merged with
and into Mergent Systems, Inc., a California corporation ("Mergent"). The
merger of Sub with and into Mergent (the "Merger") occurred pursuant to an
Agreement and Plan of Reorganization (the "Reorganization Agreement"), dated
December 23, 1999, by and among Mergent, the Registrant, Sub and other
related parties. As a result of the Merger, Mergent became a wholly owned
subsidiary of the Registrant on the Closing Date.
Pursuant to the Reorganization Agreement and at the Closing Date,
(i) each outstanding share of Mergent's common stock was converted into the
right to receive 0.0905 of a share of the Registrant's common stock and
$0.6950 in cash, and (ii) each outstanding share of Mergent's Series A
preferred stock was converted into the right to receive 0.0905 of a share of
the Registrant's common stock and $1.2664 in cash. As a result, the 5,336,502
shares of Mergent's common stock and the 4,285,909 shares of Mergent's Series
A preferred stock outstanding prior to the Merger were converted into the
right to receive an aggregate of 871,095 shares of the Registrant's common
stock and approximately $9.14 million in cash. In addition, options to
acquire 1,210,000 shares of Mergent common stock outstanding under Mergent's
stock option plan were assumed by the Registrant and converted into options
to purchase 109,505 shares of the Registrant's common stock. The Registrant
funded the cash potion of the merger consideration from its working capital.
The description contained in this Item 2 of the transactions
contemplated by the Reorganization Agreement is qualified in its entirety by
reference to the full text of the Reorganization Agreement, a copy of which
is attached hereto as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS
The Registrant will provide the financial statements required by
paragraph (a) of Item 7 of Form 8-K promulgated by the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if any
such information is required, within 60 days of the date that this initial
report on Form 8-K must be filed with the Commission.
(b) PRO FORMA FINANCIAL INFORMATION
The Registrant will provide the pro forma financial information
required by paragraph (b) of Item 7 of Form 8-K promulgated by the Commission
pursuant to the Exchange Act, if any such pro forma financial information is
required, within 60 days of the date that this initial report on Form 8-K
must be filed with the Commission.
(c) EXHIBITS.
-1-
2.1 Agreement and Plan of Reorganization, dated December 23,
1999, by and among Commerce One, Inc., Gavel Acquisition
Corporation, Mergent Systems, Inc., and other related parties.
-2-
SIGNATURE
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.
COMMERCE ONE, INC.
/s/ ROBERT M. TARKOFF
--------------------------------------
Robert M. Tarkoff
Vice President, General Counsel and
Secretary
Date: January 20, 2000
-3-
COMMERCE ONE, INC.
CURRENT REPORT ON FORM 8-K
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger and Reorganization dated
December 23, 1999, by and among Commerce One, Inc.,
Gavel Acquisition Corporation, Mergent Systems, Inc.
and other related parties.
-4-