SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 2
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.
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(Exact name of registrant as specified in its charter)
Delaware 333-76987 680322810
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1600 RIVIERA AVENUE, SUITE 200, WALNUT CREEK, CALIFORNIA 94596
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (925) 941-6022
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N/A
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(Former name or former address, if changed since last report)
This Amendment on Form 8-K/A/A is being filed for the purpose of
amending and restating Exhibits 99.1 and 99.2 to the Registrant's Current
Report on Form 8-K filed January 20, 2000, as previously amended by the
Registrant's Current Report on Form 8-K/A filed March 22, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) FINANCIAL STATEMENTS
Included herein as Exhibit 99.1 to this Current Report on Form 8-K/A
are the balance sheets of Mergent Systems, Inc. as of December 31, 1999 and
1998, and the related statements of operations, shareholders' equity, and cash
flows for the years then ended.
(b) PRO FORMA FINANCIAL INFORMATION
The following documents appear as Exhibit 99.2 to this Current Report
on Form 8-K/A and are incorporated herein by reference:
(1) Unaudited Pro Forma Condensed Combining Balance Sheet
as of December 31, 1999;
(2) Unaudited Pro Forma Condensed Combining Statement of
Operations for the Year ended December 31, 1999; and
(3) Notes to the Unaudited Pro Forma Condensed Combining
Financial Information.
(c) EXHIBITS.
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.
27.1** Financial Data Schedule
99.1 Audited Financial Statements of Mergent Systems, Inc.
99.2 Unaudited Pro Forma Condensed Combining Financial
Information
* Incorporated by reference to Exhibit 2.1 to the Registrant's
Form 8-K filed January 20, 2000.
** Incorporated by reference to Exhibit 27.1 to the
Registrant's Form 8K/A filed March 22, 2000.
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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: March 23, 2000
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COMMERCE ONE, INC.
CURRENT REPORT ON FORM 8-K/A
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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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.
27.1** Financial Data Schedule
99.1 Audited Financial Statements of Mergent Systems,
Inc.
99.2 Unaudited Pro Forma Condensed Combining
Financial Information
* Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K
filed January 20, 2000.
** Incorporated by reference to Exhibit 27.1 to the Registrant's
Form 8K/A filed March 22, 2000.
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