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EXHIBIT 99.1
Tuesday October 13, 4:45 pm Eastern Time
Company Press Release
SOURCE: DataWorks Corporation
DATAWORKS CORPORATION ADOPTS SHAREHOLDER RIGHTS PLAN
SAN DIEGO, Oct. 13 /PRNewswire/ -- DataWorks Corporation (Nasdaq: DWRX - news)
announced that its Board of Directors approved the adoption of a Shareholder
Rights Plan under which all shareholders of record as of October 28, 1998 will
receive rights to purchase shares of a new series of Preferred Stock.
The Rights Plan is designed to enable all DataWorks stockholders to realize the
full value of their investment and to provide for fair and equal treatment for
all stockholders in the event that an unsolicited attempt is made to acquire
DataWorks. The adoption of the Rights Plan is intended as a means to guard
against abusive takeover tactics.
The rights will be distributed as a non-taxable dividend and will expire in ten
years from the Record Date. The rights will be exercisable only if a person or
group acquires 15 percent or more of the DataWorks Corporation Common Stock or
announces a tender offer for 15 percent or more of the Common Stock. If a person
acquires 15 percent or more of the DataWorks Corporation Common Stock, all
rightsholders except the buyer will be entitled to acquire DataWorks Corporation
Common Stock at a discount. The effect will be to discourage acquisitions of
more than 15 percent of DataWorks' Common Stock without negotiations with the
Board. Notwithstanding the foregoing, the Shareholder Rights Plan provides that
the Company's proposed merger with Company P ("Company P") will not cause the
rights to become exercisable as long as Company P is acting in accordance with
the terms of the Agreement and Plan of Reorganization among Company P, Merger
Sub and DataWorks dated October 13, 1998.
The rights will trade with the DataWorks Corporation Common Stock, unless and
until they are separated upon the occurrence of certain future events. The
rights distribution is not taxable to the stockholders. DataWorks' Board of
Directors may terminate the Rights Plan at any time or redeem the rights prior
to the time a person acquires more than 15 percent of the DataWorks Corporation
Common Stock. Additional details regarding the Rights Plan will be outlined in a
summary to be mailed to all stockholders following the Record Date.
DataWorks is the largest supplier of manufacturing software for mid-size
companies running Unix/NT. The company's solutions deliver a balance of price
and functionality to suit job shops, mid-range repetitive and mixed mode
manufacturers and large companies with maintenance, repair and overhaul needs.
DataWorks products feature advanced ERP system functionality combined with open
system technologies, including client-server architecture, relational database
and easy-to-use, Windows-based graphical user interfaces. The company also
offers rapid deployment and guarantees the cost of its mid-range
implementations. With offices throughout
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the United States, Canada, Europe and Australia, DataWorks has over 4500
customer sites worldwide. Global headquarters is located in San Diego, CA.
Except for the historical information contained herein, this news release
contains forward-looking statements that are subject to risks and uncertainties,
including variation of quarterly revenues, the significance of NT to mid-range
market success, estimates of availability and success of products and changes in
economic conditions of the various markets the company serves, as well as the
other risks detailed from time to time in the company's SEC reports, including
the report on Form 10-K for the year ended December 31, 1997.
SOURCE: DataWorks Corporation
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Wednesday October 14, 3:58 pm Eastern Time
Company Press Release
SOURCE: DataWorks Corporation
CORRECTION -- DATAWORKS CORPORATION
In LATU107, DataWorks Corporation Adopts Shareholder Rights Plan, moved
yesterday, Oct. 13, we are advised by a representative of the company that the
third paragraph, fifth sentence, should read "Notwithstanding the foregoing, the
Shareholder Rights Plan provides that the Company's proposed merger with
Platinum Software Corporation will not cause the rights to become exercisable as
long as Platinum is acting in accordance with the terms of the Agreement and
Plan of Reorganization among Platinum, Merger Sub and DataWorks dated October
13, 1998," rather than, "Notwithstanding the foregoing, the Shareholder Rights
Plan provides that the Company's proposed merger with Company P ("Company P")
will not cause the rights to become exercisable as long as Company P is acting
in accordance with the terms of the Agreement and Plan of Reorganization among
Company P, Merger Sub and DataWorks dated October 13, 1998," as originally
issued. Complete, corrected text follows:
DATAWORKS CORPORATION ADOPTS SHAREHOLDER RIGHTS PLAN
SAN DIEGO, Oct. 13 /PRNewswire/ -- DataWorks Corporation (Nasdaq: DWRX - news)
announced that its Board of Directors approved the adoption of a Shareholder
Rights Plan under which all shareholders of record as of October 28, 1998 will
receive rights to purchase shares of a new series of Preferred Stock.
The Rights Plan is designed to enable all DataWorks stockholders to realize the
full value of their investment and to provide for fair and equal treatment for
all stockholders in the event that an unsolicited attempt is made to acquire
DataWorks. The adoption of the Rights Plan is intended as a means to guard
against abusive takeover tactics.
The rights will be distributed as a non-taxable dividend and will expire in ten
years from the Record Date. The rights will be exercisable only if a person or
group acquires 15 percent or more of the DataWorks Corporation Common Stock or
announces a tender offer for 15 percent or more of the Common Stock. If a person
acquires 15 percent or more of the DataWorks Corporation Common Stock, all
rightsholders except the buyer will be entitled to acquire DataWorks Corporation
Common Stock at a discount. The effect will be to discourage acquisitions of
more than 15 percent of DataWorks' Common Stock without negotiations with the
Board. Notwithstanding the foregoing, the Shareholder Rights Plan provides that
the Company's proposed merger with Platinum Software Corporation will not cause
the rights to become exercisable as long as Platinum is acting in accordance
with the terms of the Agreement and Plan of Reorganization among Platinum,
Merger Sub and DataWorks dated October 13, 1998.
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The rights will trade with the DataWorks Corporation Common Stock, unless and
until they are separated upon the occurrence of certain future events. The
rights distribution is not taxable to the stockholders. DataWorks' Board of
Directors may terminate the Rights Plan at any time or redeem the rights prior
to the time a person acquires more than 15 percent of the DataWorks Corporation
Common Stock. Additional details regarding the Rights Plan will be outlined in a
summary to be mailed to all stockholders following the Record Date.
DataWorks is the largest supplier of manufacturing software for mid-size
companies running Unix/NT. The company's solutions deliver a balance of price
and functionality to suit job shops, mid-range repetitive and mixed mode
manufacturers and large companies with maintenance, repair and overhaul needs.
DataWorks products feature advanced ERP system functionality combined with open
system technologies, including client-server architecture, relational database
and easy-to-use, Windows-based graphical user interfaces. The company also
offers rapid deployment and guarantees the cost of its mid-range
implementations. With offices throughout the United States, Canada, Europe and
Australia, DataWorks has over 4500 customer sites worldwide. Global headquarters
is located in San Diego, CA.
Except for the historical information contained herein, this news release
contains forward-looking statements that are subject to risks and uncertainties,
including variation of quarterly revenues, the significance of NT to mid-range
market success, estimates of availability and success of products and changes in
economic conditions of the various markets the company serves, as well as the
other risks detailed from time to time in the company's SEC reports, including
the report on Form 10-K for the year ended December 31, 1997.
SOURCE: DataWorks Corporation
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