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: June 29, 2000
EGAIN COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-30260 77-0466366
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
455 W. MAUDE AVENUE, SUNNYVALE, CA 94086
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(Address of principal executive offices) (Zip Code)
(408) 212-3400
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(Registrant's telephone number,
including area code)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of March 16, 2000, by and among eGain Communications Corporation (the
"Company" or "Registrant"), a Delaware corporation, Inference Corporation
("Inference") a Delaware corporation and Intrepid Acquisition Corp. ("Merger
Subsidiary"), a Delaware corporation, on June 29, 2000 Merger Subsidiary merged
with and into Inference whereupon the separate existence of Merger Subsidiary
ceased to exist and Inference, as the surviving corporation, became a
wholly-owned subsidiary of the Company. Pursuant to the terms of the Merger
Agreement, each outstanding share of Inference common stock was converted into
the right to receive 0.7362 shares of the Company's common stock. In addition,
each option to acquire Inference common stock outstanding immediately prior to
the effective time of the merger has been converted into an option to purchase
that number of shares of the Company into which the shares of Inference common
stock underlying the option would have been converted in the merger. eGain
issued approximately 5,901,481 shares of its common stock in the merger and
assumed options that can be exercised for approximately 1,609,525 shares of the
Company's common stock.
The foregoing descriptions of the Merger Agreement are qualified in
their entirety to the full text of the Merger Agreement, a copy of which is
attached hereto as an exhibit and which is incorporated by reference herein.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
The consolidated balance sheets of Inference at January 31, 2000 and
1999 and the related consolidated statements of operations, cash flows and
shareholders' equity for each of the three years in the period ended
January 31, 2000, including the report of independent auditors thereon,
included in Inference's Annual Report on Form 10-K/405 for the year ended
January 31, 2000 are incorporated herein by reference.
The consolidated balance sheet of Inference at April 30, 2000 and the
related consolidated statements of operations and cash flows for the three
month periods ended April 30, 2000 and April 30, 1999 included in Inference's
Quarterly Report on Form 10-Q for the quarter ended April 30, 2000 are
incorporated herein by reference.
(b) Pro Forma Financial Information
The Unaudited Pro Forma Condensed Combined Financial Information,
including the Statements of Operations for the Year Ended June 30, 1999 and the
nine months ended March 31, 2000, the Balance Sheet as of March 31, 2000, and
Notes 1 through 5 thereto, set forth on pages 80-85 of the Proxy
Statement/Prospectus, dated May 22, 2000, that forms a part of the Registrant's
Registration Statement on Form S-4/A Filed May 15, 2000 (File No.
333-34848) are incorporated herein by reference.
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(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of March 16, 2000 by
and among eGain, Inference and Merger Subsidiary (incorporated
by reference to Appendix A to the Proxy Statement Prospectus,
dated May 22, 2000, that forms a part of the Registration
Statement on Form S-4/A, filed May 15, 2000 (File No.
333-34848)).
23.1 Consent of Ernst & Young LLP, Independent Auditors
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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.
Dated: July 12, 2000
eGAIN COMMUNICATIONS CORPORATION
By /s/ Harpreet Grewal
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Harpreet Grewal
Chief Financial Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of March 16, 2000 by
and among eGain, Inference and Merger Subsidiary (incorporated
by reference to Appendix A to the Proxy Statement Prospectus,
dated May 22, 2000, that forms a part of the Registration
Statement on Form S-4/A, filed May 15, 2000 (File No.
333-34848)).
23.1 Consent of Ernst & Young LLP, Independent Auditors