SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 12, 2002
DELANO TECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Ontario, Canada 333-94505 98-0206122
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
302 Town Centre Boulevard
Markham, Ontario, Canada L3R 0E8
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (905) 947-2222
Item 5. OTHER EVENTS.
On March 12, 2002, divine, inc., a Delaware corporation ("divine"), entered
into a definitive agreement (the "Combination Agreement") between divine and
Delano Technology Corporation, an Ontario corporation ("Delano" or the
"Company"), pursuant to which Delano agreed to be acquired by divine. Subject to
the terms and conditions of the Combination Agreement, divine will acquire all
of the outstanding shares of Delano common stock, and Delano will survive the
combination as a wholly owned subsidiary of divine. In the combination, each of
the approximately 43,429,000 shares of Delano common stock issued and
outstanding immediately prior to the effective time of the transaction (the
"Effective Time") will be converted into the right to receive 1.1870 shares of
divine common stock. Eligible Canadian holders of Delano common stock may elect
to receive, instead of divine common stock, 1.1870 shares of a newly created
class of Delano stock that are exchangeable into divine common stock. The ratio
of shares of divine common stock issuable per share of Delano common stock is
referred to as the "Exchange Ratio".
In accordance with Delano's stock option plans, Delano will accelerate the
vesting of each outstanding option to purchase shares of Delano common stock
(each, a "Delano Option") with an exercise price that, when multiplied by the
Exchange Ratio, is greater than the closing sale price of divine common stock on
the trading day immediately prior to the date Delano sends out notice of such
acceleration to the holders of Delano Options (each such Delano Option, an
"Out-of-the-Money Option"), so that all Out-of-the-Money Options may be
exercised prior to the Effective Time. To the extent that Out-of-the-Money
Options are not exercised prior to the Effective Time, those Out-of-the-Money
Options will terminate and expire immediately prior to the Effective Time. Each
Delano Option that has not been cancelled, terminated, or duly exercised prior
to the Effective Time will be exchanged for an option (a "Replacement Option")
to purchase a number of shares of divine common stock determined by multiplying
the number of shares of Delano common stock subject to such Delano Option by the
Exchange Ratio, at an exercise price equal to the exercise price per share of
Delano Common Stock divided by the Exchange Ratio. In addition, divine will make
available options to purchase an aggregate of 2,750,000 shares of divine common
stock for issuance to employees of Delano after the Effective Time. As of March
1, 2002, Delano had outstanding options to purchase an aggregate of
approximately 6,700,000 shares of Delano common stock, with exercise prices
ranging from U.S.$0.11 to U.S.$17.00.
The transaction is structured as a plan of arrangement under Canadian law,
and is subject to customary closing conditions, regulatory and court approvals,
as well as approval by Delano's shareholders. For more information regarding the
terms and conditions of the combination, including the consideration to be
issued to Delano shareholders, reference is made to the Combination Agreement,
which is filed as Exhibit 2.1 hereto and incorporated by reference herein, and
the joint press release issued by divine and Delano announcing the combination,
dated March 13, 2002, which is filed as Exhibit 99.1 hereto and incorporated by
reference herein.
In connection with the execution of the Combination Agreement, certain
shareholders of Delano entered into a shareholder voting agreement with divine
pursuant to which these
shareholders agreed to vote the shares of Delano common stock held by them in
favor of the adoption of the Combination Agreement and the approval of the plan
of arrangement. As of March 12, 2002, the shares of Delano common stock subject
to this voting agreement represented in the aggregate approximately 13% of the
total outstanding shares of Delano common stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS:
EXHIBIT NO. DESCRIPTION
2.1 Combination Agreement, dated as of March 12, 2002, by and
between divine, inc. and Delano Technology Corporation.*
99.1 Joint Press Release of divine, inc. and Delano Technology
Corporation, announcing the acquisition of Delano by
divine, dated March 13, 2002.
* The exhibits and schedules to the Combination Agreement are not being filed
herewith. The Company undertakes to furnish supplementally a copy of any
omitted schedule or exhibit to the Commission upon request. Pursuant to
Item 601(b)(2) of Regulation S-K, set forth below is a list of the omitted
exhibits and schedules.
COMBINATION AGREEMENT (EXHIBIT 2.1 HERETO)
Exhibit A - Form of Shareholder Voting Agreement
Exhibit B - Form of Company Resolution
Exhibit C - Form of Plan of Arrangement
Exhibit D - Form of Exchangeable Share Support Agreement
Exhibit E - Form of Voting and Exchange Trust Agreement
Exhibit F - Form of Affiliate Agreement
Exhibit G - Form of Reseller Agreement
Schedule A - Company Schedule
Schedule B - divine Schedule
Schedule 3.11/3.12 - Benefits Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned authorized officer.
DELANO TECHNOLOGY CORPORATION
Toronto, Ontario
March 13, 2002
By: /S/ DAVID LEWIS
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David Lewis
Vice President, Legal & General Counsel
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Combination Agreement dated March 12, 2002.
99.1 Joint Press Release of divine, inc. and Delano Technology
Corporation, announcing the acquisition of Delano by
divine, dated March 13, 2002.