FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 1999
Expert Software, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-25646 65-0359860
(Commission File Number) (I.R.S. Employer
Identification No.)
802 Douglas Road, 6th Floor, Coral Gables, Florida 33134
(Address of principal executive offices)
Registrant's telephone number, including area code: (305) 567-9990
Page 1 of 52 Pages
ITEM 5. OTHER EVENTS
On March 3, 1999, Expert Software, Inc. ("Expert") announced the
execution of an Agreement and Plan of Merger dated as of March 3,
1999 (the "Merger Agreement") by and among Expert, Activision,
Inc., a Delaware corporation ("Activision") and Expert Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of
Activision ("Expert Acquisition Sub"), pursuant to which, among
other things, Expert will be merged with and into Expert
Acquisition Sub and will become a wholly owned subsidiary of
Activision (the "Merger").
Pursuant to the terms of the Merger Agreement, Activision has the
right, exercisable until March 25, 1999, to elect whether the
merger consideration will be entirely cash or entirely stock
(subject to a cash component in certain situations described below)
; provided, however, that Activision has the right to extend the
March 25, 1999 deadline to April 1, 1999 if Activision has made
and continues to make good faith efforts to secure any
financing required for payment of the merger consideration
in cash. If Activision chooses cash consideration, holders of
shares of Expert Common Stock ("Expert Shares") will receive $2.65
per Expert Share. If Activision chooses stock consideration,
holders of Expert Shares will receive that number of shares of
Activision Common Stock ("Activision Shares") equal to the quotient
of (i) $2.65 divided by (ii) the arithmetic average of the per
share closing sales prices of an Activision Share as reported on
the NASDAQ on the ten (10) trading days ending on and including the
trading day which is two (2) trading days immediately prior to the
date of the special meeting of Expert stockholders that will be
convened to consider and vote upon the approval of the Merger
Agreement and the transactions contemplated thereby (such
arithmetic average, the "Activision Per Share Market Value");
provided, however, that, if the Activision Per Share Market Value
is less than $10.00 per Activision Share, holders of Expert Shares
will be entitled to receive for each Expert Share (A) 0.265 of an
Activision Share and (B) cash in an amount equal to the product of
(x) the Activision Per Share Market Value multiplied by (y) the
number that remains when 0.265 is subtracted from the quotient of
2.65 divided by the Activision Per Share Market Value.
The foregoing description is a brief summary of the Merger
Agreement, and is qualified in its entirety by reference to the
Merger Agreement attached hereto as Exhibit 2.2.
As contemplated by the Merger Agreement, on March 3, 1999, Expert
executed a first amendment (the "Amendment No. 1") to that certain
Shareholders' Rights Agreement dated as of November 9, 1995 between
Expert and The First National Bank of Boston (the "Rights
Agreement"), which Amendment No. 1 modified the Rights Agreement to
provide that such Rights Agreement would not be triggered by the
execution of the Merger Agreement. The foregoing description is a
brief summary of the terms and conditions of Amendment No. 1, and
is qualified in its entirety by reference to Amendment No. 1
attached hereto as Exhibit 4.1.
On March 3, 1999, Expert also announced its results for the quarter
and year ended December 31, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE
Exhibit 2.1 Agreement and Plan of Merger, dated as of March 3, 5
1999, by and among Expert, Activision, Inc. and
Expert Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Activision (the "Merger
Agreement")
Exhibit 4.1 Amendment No. 1 to Shareholders Rights 45
Agreement, dated as of November 2, 1995, between
Expert and The First National Bank of Boston
Exhibit 99.1 Press release dated as of March 3, 1999 48
announcing execution of the Merger Agreement
Exhibit 99.2 Press release dated as of March 3, 1999 50
announcing Expert's results for the quarter and year
ended December 31, 1998
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: March 9, 1999
Expert Software, Inc.
By: /s/ STEVEN R. MOUNTAIN
Steven R. Mountain
Chief Financial Officer