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): October 22, 1997
PERITUS SOFTWARE SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
0-22647 04-3126919
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(Commission File Number) (IRS Employer Identification No.)
304 Concord Road, Billerica, Massachusetts 01821
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(Address of principal executive offices) (Zip Code)
(978) 670-0800
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Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name or Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
Peritus Software Services, Inc. (the "Company") is filing this Current
Report on Form 8-K for the purpose of filing with the Securities and Exchange
Commission as an exhibit hereto the Company's press release dated October 22,
1997, announcing (i) the Company's financial results for the three months and
nine months ended September 30, 1997, (ii) the signing by the Company of an
agreement to acquire substantially all of the assets and assume certain of the
liabilities of Millennium Dynamics, Inc. ("Millennium Dynamics"), an Ohio
corporation and a wholly owned subsidiary of American Premier Underwriters, Inc.
("American Premier"), a Pennsylvania corporation, and (iii) certain management
changes of the Company.
1. FINANCIAL RESULTS OF THE COMPANY FOR THE THREE MONTH AND NINE MONTH
PERIODS ENDED SEPTEMBER 30, 1997
For the three months ended September 30, 1997, revenue increased to
$9,852,000, up 75% from revenue of $5,645,000 in the comparable period in 1996.
Net income totaled $1,166,000, or pro forma $0.07 per share, up from a loss of
$206,000 in the comparable period in 1996.
For the nine months ended September 30, 1997, revenue increased to
$26,693,000, up 131% from revenue of $11,553,000 in the comparable period in
1996. Net income totaled $2,010,000, or pro forma $0.14 per share, up from a
loss of $5,383,000 in the comparable period in 1996.
2. ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS AND CERTAIN LIABILITIES
OF MILLENNIUM DYNAMICS
The Company also announced the signing of an Asset Purchase Agreement dated
as of October 22, 1997 by and among the Company and Twoquay, Inc. ("Twoquay"), a
Delaware corporation and a newly formed wholly owned subsidiary of the Company,
and American Premier and Millennium Dynamics (the "Agreement"), pursuant to
which the Company, through Twoquay, will acquire substantially all of the assets
and certain liabilities of Millennium Dynamics.
The Company, with its AutoEnhancer/2000 family of products, has become a
leading choice for the dedicated factory approach to solving the Year 2000
problem. Millennium Dynamics, with its Vantage YR2000 family of products, has
become a leading mainframe-based and AS 400 renovation choice. The acquisition,
which will be accounted for as a purchase, provides for the payment of $30
million in cash by the Company and the issuance of up to 2,222,000 shares of the
Company's common stock, $.01 par value per share, at the closing of the
transactions contemplated by the Agreement.
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3. CERTAIN MANAGEMENT CHANGES
In addition, the Company announced on October 22, 1997 that Dominic K.
Chan, the founder and Chairman of the Board of Directors of the Company, will
assume the role of Chief Technology Officer and has transitioned his role as
Chief Executive Officer of the Company to Douglas A. Catalano. Mr. Catalano,
currently the President and Chief Operating Officer of the Company, will serve
as the Company's President and Chief Executive Officer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
(99) Press Release dated October 22, 1997.
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SIGNATURE
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.
Date: October 23, 1997 PERITUS SOFTWARE SERVICES, INC.
/s/ Allen K. Deary
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By: Allen K. Deary
Title: Vice President, Finance,
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99 Press Release dated October 22, 1997