SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): DECEMBER 1, 1997
PERITUS SOFTWARE SERVICES, INC.
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(Exact Name of Registrant as Specified in Charter)
COMMISSION FILE NUMBER 0-22647
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Massachusetts 04-3126919
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation) 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 Former Address, If Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
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(a) On December 1, 1997, Twoquay, Inc. ("Twoquay"), a wholly-owned
subsidiary of the Registrant, acquired substantially all of the
assets and assumed certain liabilities of the business of
Millennium Dynamics, Inc. ("MDI") from American Premier
Underwriters, Inc. ("APU") in exchange for 2,175,000 shares of
Registrant's Common Stock, $.01 par value per share, and $30
million in cash. The number of shares issued to APU was determined
in accordance with the terms of the Asset Purchase Agreement by and
among the Registrant and Twoquay and APU and MDI dated as of
October 22, 1997 (the "Purchase Agreement") based on the Average
Share Price (as defined therein) for the five trading days
beginning on the second day immediately preceding the date thereof
and ending on the second trading day immediately following the date
thereof. The terms of the Asset Purchase Agreement were determined
on the basis of arm's length negotiations. Prior to the execution
of the Asset Purchase Agreement, neither the Registrant nor any of
its affiliates, nor any director or officer of the Registrant or
any associate of any such director or officer, had any relationship
with either APU or MDI. The cash portion of the purchase price was
paid for from the proceeds of the Registrant's initial public
offering which closed on July 8,1997. The shares of Common Stock
issued to APU at the closing are entitled to certain registration
rights as set forth in a Registration Rights Agreement dated as of
December 1, 1997 by and among the Registrant and APU.
(b) Certain of the assets acquired by the Registrant included equipment
or physical property used in MDI's business of providing software
and consulting services that enable organizations to address their
year 2000 problem. The Registrant presently intends to continue
such use of such assets.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) and (b) Financial Statements of Business Acquired and Pro Forma Financial
Information.
The Registrant has not included the financial statements of the
business acquired or the pro forma financial information for the
transaction described in Item 2 above and will file such financial
information not later than 60 days after this report on Form 8-K is
due by an amendment to this report.
(c) Exhibits.
Documents listed below, except for documents identified by
footnotes, are being filed as exhibits herewith. Documents
identified by footnotes, if any, are not being filed herewith and,
pursuant to Rule 12b-32 of the General Rules and Regulations
promulgated by the Securities and Exchange Commission (the
"Commission") under the
Securities Exchange Act of 1934 (the "Exchange Act") reference is
made to such documents as previously filed as exhibits with the
Commission. The Registrant's file number under the Exchange Act is
0-22647.
2 Asset Purchase Agreement dated as of October 22,1997 by and among
the Registrant and Twoquay, Inc. and American Premier Underwriters,
Inc. ("APU") and Millennium Dynamics, Inc.
4/1/ Specimen certificate for shares of Common Stock.
99 Registration Rights Agreement dated as of December 1, 1997 by and
among the Registrant and APU.
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, Commission file number 333-27087.
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 thereunto duly authorized.
Date: December 16, 1997
Peritus Software Services, Inc.
By: /s/ Allen K. Deary
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Allen K. Deary
Vice President, Finance and
Chief Financial Officer (Principal
Financial Officer)
EXHIBIT INDEX
Exhibit No. Description
2 Asset Purchase Agreement dated as of October 22, 1997
by and among the Registrant and Twoquay, Inc. and
American Premier Underwriters Inc. ("APU") and
Millennium Dynamics, Inc.
4/1/ Specimen certificate for shares of Common Stock.
99 Registration Rights Agreement dated as of December 1,
1997 by and among the Registrant in APU.
/1/ Incorporated by reference to the Registrant's Registration Statement on
Form S-1, Commission file number 333-27087.