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 30, 1998
GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
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(Exact name of registrant as specified in charter)
CALIFORNIA 000-22605 94-3120525
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1155 MARKET STREET, SAN FRANCISCO, CALIFORNIA 94103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 437-1100
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NONE
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(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 30, 1998, Genesys Telecommunications Laboratories, Inc., a
California corporation (the "Company"), through its wholly owned subsidiary
GenPla, Inc., a Delaware corporation ("Acquisition Co."), completed the
acquisition of Plato Software Corporation, a Delaware corporation ("Plato") by
merger of Acquisition Co. with and into Plato. The merger was completed pursuant
to an Agreement and Plan of Reorganization dated as of December 9, 1998 (the
"Merger Agreement"). Ori Sasson, Chief Executive Officer and member of the Board
of Directors of the Company, is a principal shareholder of Plato.
Pursuant to the Merger Agreement, the Company issued 250,000 shares of its
Common Stock, 50,000 of which shares have been placed into an escrow subject to
the satisfaction of all representations and warranties under the terms and
conditions of the Merger Agreement. As a result of the merger, Plato has become
a wholly-owned subsidiary of the Company.
The acquisition of Plato Software was consummated in connection with the
election of Ori Sasson as Chief Executive Officer and a member of the Board of
Directors of the Company, and accordingly the Company recorded as expense the
portion of the purchase price that represented compensation to Mr. Sasson. In
addition, the Company recorded as expense its reimbursement to Mr. Sasson of the
tax liabilities associated with this compensation. The total amount of
compensation expense and related tax reimbursements expensed in the quarter
ended December 31, 1998 was approximately $12.4 million dollars.
ITEM 5. OTHER EVENTS.
On December 9, 1998, the Company announced in a press release that Ori
Sasson has been elected Chief Executive Officer and appointed a member of the
Board of Directors of the Registrant. The Company also announced its intention
to acquire Plato. The Company also announced that Gregory Shenkman has been
appointed the Chairman of the Board of Directors and that former Chairman Jim
Jordan has resigned from the Board of Directors effective immediately, but will
continue to serve the Company in an advisory capacity. A copy of the press
release issued in connection with this announcement is incorporated herein by
reference and is attached hereto as Exhibit 99.1
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Reorganization, dated as of December 9,
1998, by and among Genesys Telecommunications Laboratories, Inc.,
GenPla, Inc. and Plato Software Corporation and its Shareholders.
99.1 Press release dated December 9, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
DATE: January 14, 1998 By: /s/ Ori Sasson
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Name: Ori Sasson
Title: Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
2.1 Agreement and Plan of Reorganization, dated as of
December 9, 1998, by and among Genesys
Telecommunications Laboratories, Inc., GenPla,
Inc. and Plato Software Corporation and its
Shareholders.
99.1 Press Release dated December 9, 1998.
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