SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) MAY 25, 2000
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QUINTUS CORPORATION
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(Exact name of Registrant as Specified in Charter)
Delaware 77-0021612
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
47212 MISSION FALLS COURT, FREMONT, CALIFORNIA 94539
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (510) 624-2800
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On May 18, 2000, the Registrant completed the acquisition of all of the
equity interests of Mustang.com, Inc. for approximately 6.1 million shares of
its common stock. Each outstanding share of Mustang.com common stock was
converted into 0.793 shares of the Registrant's common stock. Mustang.com is a
provider of e-mail management solutions, and the purchase included all assets,
property, plant and equipment used in the business. The transaction was
accounted for as a purchase.
A copy of the press release dated May 18, 2000 is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. Pursuant to Rule 12b-23 of
the Securities Exchange Act of 1934, as amended, the Registrant hereby
incorporates by reference the consolidated financial information of Mustang.com
included in the Registrant's registration statement on Form S-4 filed with the
Commission on March 28, 2000, as amended on April 11, 2000 and declared
effective on April 11, 2000 (File No. 333-33422) (the "Registration
Statement").
(b) Pro Forma Financial Information. Pursuant to Rule 12b-23 of the
Exchange Act, the Registrant hereby incorporates by reference the pro forma
combined financial information of the Registrant included in its Registration
Statement previously filed with the Commisson.
(c) Exhibits.
2.01 Agreement and Plan of Merger and Reorganization dated February 25,
2000, between Quintus Corporation and Mustang.com, Inc.
2.02 First Amendment to Agreement and Plan of Merger dated May 8, 2000,
between Quintus Corporation and Mustang.com, Inc.
2.03 Addition of Party to Agreement and Plan of Merger dated May 9, 2000,
among Quintus Corporation, Mustang.com, Inc. and Mustang.com Acquisition
Corporation.
99.1 Press Release dated May 18, 2000.
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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 thereunto duly authorized.
QUINTUS CORPORATION
By: /s/ Susan Salvesen
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Name: Susan Salvesen
Title: Chief Financial Officer
May 25, 2000
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EXHIBIT INDEX
Exhibit Description
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2.01 Agreement and Plan of Merger
and Reorganization dated
February 25, 2000 between
Quintus Corporation and
Mustang.com, Inc.
2.02 First Amendment to Agreement and
Plan of Merger dated May 8, 2000,
between Quintus Corporation and
Mustang.com, Inc.
2.03 Addition of Party to Agreement and
Plan of Merger dated May 9, 2000,
among Quintus Corporation,
Mustang.com, Inc. and Mustang.com
Acquisition Corporation
99.1 Press Release dated May 18, 2000.
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