United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) August 10, 1998 --------------- CATALYST INTERNATIONAL, INC. ---------------------------------------------------- (Exact name of Registration as Specified in Charter) Delaware 0-27138 39-1415889 - ----------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 8989 North Deerwood Drive, Milwaukee, WI 53223 - ----------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code(414) 362-6800 Page 1 of 5 Exhibit Index on Page 2 Page 2 ITEM 5.OTHER EVENTS On August 10, 1998, the Company purchased all of the outstanding stock of Kearney Systems, Inc., an NT-based WMS developer with corporate headquarters in Orlando, Florida. The total purchase price was approximately $1.6 million, most of which was paid in the form of Catalyst stock. The transaction was structured as a merger in which a newly formed Catalyst subsidiary was merged with Kearney Systems. The transaction will be accounted for as a purchase. ITEM 7.FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired Not applicable. (b) ProForma Financial Information Not applicable. (c) Exhibits 99.1 Press Release dated August 12, 1998. Page 3 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. CATALYST INTERNATIONAL, INC. Date: August 19, 1998 By:/s/ Sean P. McGowan ------------------------------------- Sean P. McGowan President and Chief Executive Officer Page 4 EXHIBIT INDEX Sequentially Numbered Page Number (c) Exhibits 99.1 Press Release dated August 12, 19985 Page 5 Exhibit 99.1 FOR IMMEDIATE RELEASE For Additional Information Contact: PR contact: Renee Truttmann, (414) 362-6870 IR contact: Sean P. McGowan, (414) 362-8958 CATALYST INTERNATIONAL COMPLETES ACQUISITION OF KEARNEY SYSTEMS, INC. Acquisition of NT-based WMS provider complements Catalyst's existing suite of logistics software applications Milwaukee, WI, August 12, 1998... Catalyst International, Inc. (NASDAQ/NMS: CLYS) today announced it has completed the previously announced purchase of stock of Kearney Systems, Inc., an NT-based WMS developer with corporate headquarters in Orlando, Florida. Total purchase price was approximately $1.6 million. The transaction was structured as a merger in which a newly formed Catalyst subsidiary was merged with Kearney Systems. Kearney Systems is a fourteen-year-old supplier of warehousing and distribution software with over 80 customers and 200 installations. Kearney's success can be attributed to their focus on small and mid-sized manufacturers and distributors. Customers include Carter-Wallace, Marcal Paper, Ryan Foods (a division of Dean Foods), Sprint Communications, Citrus World and Johnson Controls. Robert Kearney, President of Kearney Systems, will remain actively involved in the new venture. "We are pleased that the acquisition was completed quickly, as it provides us with an immediately salable NT-based WMS. We are now able to offer a premium WMS solution to companies regardless of their technology preference - UNIX or NT," said Sean P. McGowan, President and CEO. Headquartered in Milwaukee, Wisconsin, Catalyst develops and delivers Warehouse Management Systems (WMS) software solutions for companies who are proactive in their efforts to improve the efficiency, accuracy and value-added service capabilities of their logistics operations. For over 19 years, Catalyst has focused on providing a suite of warehousing solutions that fulfill those needs. Catalyst WMS solutions are used by companies around the world, in a wide variety of industries, including consumer goods manufacturers, retailers and automotive parts suppliers. Catalyst customers include leading companies such as Dollar General, Family Dollar, General Motors, Panasonic, Nestle, Reebok, Renault, Sony Music, and Tenneco Packaging. # # # For more information on Catalyst, please see the company website at www.catalystwms.com.