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 (Date of earliest event reported): December 23, 1999
-----------------
MicroStrategy Incorporated
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-24435 51-0323571
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commision File (IRS Employer
of Incorporation Number) Identification No.)
8000 Towers Crescent Drive, Vienna, Virginia 22182
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 848-8600
--------------
Not Applicable
--------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On December 23, 1999, MicroStrategy Incorporated (the "Company") completed
its acquisition of the intellectual property and other intangible assets
relating to NCR's TeraCube business (the "TeraCube Assets"). The Company will
develop the TeraCube Assets as a business intelligence platform for data
warehouses using NCR's Teradata database. The Company issued 283,186 shares of
its Class A Common Stock to NCR in connection with the purchase of the TeraCube
Assets. The Company also has entered into an agreement with NCR pursuant to
which NCR has the right to cause the Company to undertake to register such
shares under the Securities Act of 1933, as amended.
As a result of this transaction, MicroStrategy will record a one-time, non-
cash charge of $2.8 million for in-process research and development in the
fourth quarter of 1999.
The full text of the Company's press release issued in connection with
these matters is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release dated October 4, 1999
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MICROSTRATEGY INCORPORATED
Date: January 7, 2000 By: /s/ Mark Lynch
--------------
Mark Lynch
Vice President and Chief Financial Officer
-3-
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99.1 Press Release dated October 4, 1999.
-4-