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): April 9, 2001
I-many, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-30883 01-0524931
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(Commission File Number) (I.R.S. Employer Identification No.)
537 Congress Street
5th Floor
Portland, Maine 04101-3353
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(Address of Principal Executive Offices) (Zip Code)
(207) 774-3244
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(Registrant's Telephone Number, Including Area Code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 9, 2001, the Company completed its acquisition of BCL Vision
Ltd., a corporation organized under the laws of England and Wales ("BCL"),
pursuant to a Share Purchase Agreement (the "Purchase Agreement") dated as of
April 9, 2001 among the Company and the stockholders of BCL. At the effective
time of the purchase contemplated by the Purchase Agreement, all of the shares
of capital stock of BCL were purchased by the Company, and BCL continues in
existence as a wholly-owned subsidiary of the Company.
The purchase price of the transaction consisted of $4.0 million of
cash, 690,000 shares of Company common stock valued at approximately $6.9
million, and the assumption of approximately $500,000 of liabilities. In
addition to the fixed consideration, the agreement contains a performance based
earn-out of up to $1.0 million, payable, subject to the satisfaction of certain
performance criteria during 2001, in Company common stock. In connection with
the acquisition, the Company expects to incur transaction costs of approximately
$300,000.
The Company expects to treat the transaction as a purchase for
accounting purposes. The Company used authorized but previously unissued shares
of its Common Stock and cash from its available cash balances as consideration
in the transaction.
The terms of the Purchase Agreement were determined on the basis of
"arm's-length" negotiations among the parties. The board of directors of the
Company and the board of directors and the stockholders of BCL approved the
Purchase Agreement. Prior to the execution of the Purchase Agreement, none of
the Company, its affiliates, officers or directors or any associate of any such
officer or director, had any material relationship with BCL or any of BCL's
stockholders.
BCL, which is based in London, England, is a provider of collection and
dispute management software and services to major companies across a wide range
of industries. The Company currently intends to continue to use the tangible
assets of BCL and its intellectual property substantially in the same manner in
which they were used by BCL immediately prior to the transaction.
The foregoing discussion of the Purchase Agreement does not purport to
be complete and is qualified by reference to the full text of the Purchase
Agreement, which is attached hereto as Exhibit 2.1. In addition, the
Registrant's press release dated April 19, 2001 announcing this transaction is
attached hereto as Exhibit 99.1.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On April 19, 2001, I-many issued a press release (which is attached
hereto as Exhibit 99.2) announcing that it had signed an agreement to acquire
Provato, Inc. of Oakland, California for approximately 3.1 million shares of its
common stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable.
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(c) EXHIBITS
The Exhibits filed as part of this Current Report on Form 8-K are
listed on the Exhibit Index immediately preceding such Exhibits, which Exhibit
Index is incorporated herein by reference. The Registrant's file number under
the Exchange Act is 000-30883.
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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.
I-MANY, INC.
Date: April 24, 2000 By: /s/ Philip M. St. Germain
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Philip M. St. Germain
CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Share Purchase Agreement dated as of April 9, 2001 among
the Registrant and the stockholders of BCL.
99.1 Press Release dated April 19, 2001 relating to the
acquisition of BCL Vision Ltd.
99.2 Press Release dated April 19, 2001 relating to the
acquisition of Provato, Inc.