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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 10, 1997
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CLAREMONT TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
0-28654
(Commission File Number)
Oregon 93-1004490
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 NW Compton Drive, Suite 210
Beaverton, Oregon 97006
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 503-690-4000
The index to exhibits appears on page 2 of this document.
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CLAREMONT TECHNOLOGY GROUP, INC.
FORM 8-K
INDEX
Item Description Page
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Item 2. Acquisition or Disposition of Assets 2
Item 7. Financial Statements and Exhibits 2
Signatures 3
1
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) As of July 10, 1997, Claremont Acquisition Corporation (the "Subsidiary"),
a wholly owned subsidiary of Claremont Technology Group, Inc. (the
"Company"), effected a merger with OpTex, Inc., an Ohio corporation
("OpTex"), with OpTex being the surviving corporation in the merger. OpTex
shareholders received a total of $1.0 million in cash, paid out of the
Company's existing cash balances, and 240,000 shares of unregistered common
stock of the Company. 120,000 of the 240,000 shares of common stock have
been placed in escrow and will be disbursed in 1998 and 1999 based on
certain revenue and operating profit goals for OpTex being achieved. The
consideration paid was determined based on an assessment of the fair value
of the business and assets acquired.
There was no previous relationship between OpTex and the Company, including
the Subsidiary, nor any of the Company's affiliates, officers or directors.
(b) Assets acquired in the merger include miscellaneous office and computer
equipment used in the course of OpTex's consulting business. The Company
intends to continue such use of the assets.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Merger By and Among Claremont Technology
Group, Inc., Claremont Acquisition Corporation, OpTex, Inc.,
Michael L. Johnson, Michael A. Guider, Juli A. Shivley, Richard
E. Brown, Laura Henderson and Michael Lininger, dated July 10,
1997.
2.2 Escrow Agreement by and among Claremont Technology Group, Inc.,
First Trust National Association, as an escrow agent, and Michael
L. Johnson in his capacity as the Shareholder Representative for
OpTex, Inc., dated July 10, 1997.
2
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 thereunto duly authorized.
Date: July 25, 1997 CLAREMONT TECHNOLOGY GROUP, INC.
By: /s/ PAUL J. COSGRAVE
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Paul J. Cosgrave
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ DENNIS M. GOETT
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Dennis M. Goett
Chief Financial Officer and Director
(Principal Financial and Accounting
Officer)
3