SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report - December 21, 2001
MERCATOR SOFTWARE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-22667 06-1132156
(State of incorporation (Commission File Number) (IRS Employer
or organization) Identification No.)
45 Danbury Road, Wilton, CT 06897
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 761-8600
Item 5. Other Events and Regulation FD Disclosure
On December 11, 2001, Mercator Software, Inc. (Nasdaq: MCTR) completed a
private sale to institutional investors of 2,228,412 shares of Common Stock and
warrants to purchase 557,104 shares. The gross proceeds of this financing,
aggregating $15,999,998.16, will be used by Mercator as working capital to
support growth strategies. The shares of Common Stock were purchased at a price
of $7.18 per share, and the warrants will entitle the holders for a period of
seven years to purchase shares of Common Stock at a price of $8.98 per share,
subject to certain anti-dilution adjustments including the issuance of
additional equity below the initial purchase price. Warrants to purchase 55,172
shares of Common Stock will also be issued to the placement agent in connection
with this financing.
Mercator has agreed to file a registration statement with the Securities
and Exchange Commission within 30 days after the closing for resale by the
purchasers of the Common Stock issued in this financing and the shares of Common
Stock issuable on exercise of warrants. Additionally, approximately 856,000
shares may also be registered for resale by other holders. Mercator will not
receive the proceeds from any such sales. This report does not constitute an
offer of any securities for sale.
Item 7. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits. In accordance with Item 601 of Regulation S-K, the following
exhibits are furnished with this Report on Form 8-K.
Exhibit 4.4 Securities Purchase Agreement dated as of December 11,
2001 by and among Mercator Software, Inc. and the Purchasers
Exhibit 4.5 Mercator Software, Inc. Warrant dated as of December
11, 2001
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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.
MERCATOR SOFTWARE, INC.
(Registrant)
By: /s/ Roy C. King
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ROY C. KING
Chairman, Chief Executive Officer and President
Dated: December 21, 2001
EXHIBIT INDEX
Exhibit 4.4 Securities Purchase Agreement dated as of December 11, 2001 by
and among Mercator Software, Inc. and the Purchasers
Exhibit 4.5 Mercator Software, Inc. Warrant dated as of December 11, 2001
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