SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 25, 2001
EXE TECHNOLOGIES, INC.
------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-30389 75-1719817
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8787 STEMMONS FREEWAY, DALLAS TX 75247
------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 775-6000
NOT APPLICABLE
--------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 25, 2001, Almond Acquisition Corp. ("Almond"), a wholly
owned subsidiary of EXE Technologies, Inc. (the "Company"), merged with and into
AllPoints Systems, Inc. ("AllPoints") pursuant to an Agreement and Plan of
Merger by and among the Company, Almond and AllPoints, dated January 18, 2001.
At the close of the transaction, AllPoints became a wholly owned subsidiary of
the Company.
AllPoints is a provider of software and services to support the
distribution and inventory management of retailers, electronic retailers
("eTailers"), distributors, wholesalers, electronic commerce outsourcers,
grocers and third party logistics providers.
All of the outstanding stock of AllPoints was converted into the
right to receive an aggregate of 1,590,357 shares of Common Stock, $.01 par
value, of the Company. Additionally, the Company assumed outstanding
AllPoints stock options, which were converted into options to purchase an
aggregate of 409,606 shares of Company Common Stock. The exchange rate used
to convert the capital stock and options of AllPoints into Common Stock and
options of the Company was determined as the result of an arms length
negotiation.
To the best knowledge of the Company, neither the Company, any
affiliate, director, officer, nor associate of any director or officer of the
Company had any material relationship with AllPoints prior to the transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Business Acquired.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Company to provide the financial information required by
this Item 7(a). In accordance with item 7(a)(4) of Form 8-K, such financial
information shall be filed by amendment to this Form 8-K no later than April 10,
2001.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Company to provide the pro forma financial information
required by this Item 7(b). In accordance with item 7(a)(4) of Form 8-K, such
pro forma financial information shall be filed by amendment to this Form 8-K no
later than April 10, 2001.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of January 18, 2001, by
and among EXE Technologies, Inc., Almond Acquisition Corp. and
AllPoints Systems, Inc.
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.
EXE TECHNOLOGIES, INC.
Date: February 9, 2001 By: /s/ Michael A. Burstein
---------------------------------
Michael A. Burstein
Senior Vice President, Finance,
Chief Financial Officer and
Treasurer
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of January 18, 2001, by
and among EXE Technologies, Inc., Almond Acquisition Corp. and
AllPoints Systems, Inc.