UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT No. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 30, 1999
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TSI INTERNATIONAL SOFTWARE LTD.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-22667 06-1132156
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
45 Danbury Road
Wilton, Connecticut 06897
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including are code: (203) 761-7600
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The undersigned registrant hereby amends and restates Item 7 of its Current
Report on Form 8-K, dated September 30, 1999 originally filed with the
Securities and Exchange Commission (the "Commission") on October 15, 1999 so
that as amended and restated said Item 7 shall read in its entirety as follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
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The following financial statements of Novera Software, Inc.
("Novera"), together with the report thereon by PricewaterhouseCoopers LLP, are
included herein as Exhibit 99.2 to this report and are incorporated herein by
reference:
Novera Software, Inc. Balance Sheets as of December 31,
1998 and 1997 and as of (unaudited) June 30, 1999.
Novera Software, Inc. Statements of Operations for the
years ending December 1998 and 1997 and for the
(unaudited) six months ended June 30, 1999 and 1998.
Novera Software, Inc. Statements of Redeemable
Convertible Preferred Stock and Stockholders' Deficit
for the years ending December 1998 and 1997 and for the
(unaudited) six months ended June 30, 1999.
Novera Software, Inc. Statements of Cash Flows for the
years ended December 31, 1998 and 1997 and for the
(unaudited) six month periods ended June 30, 1999 and
June 30, 1998.
Novera Software, Inc. Notes to Financial Statements.
(b) Pro Forma Financial Information
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The following unaudited pro forma condensed consolidated statements of
operations are included herein as Exhibit 99.3 to this report and are
incorporated herein by reference:
Unaudited Pro forma Condensed Consolidated Statements of
Operations for the fiscal year ended December 31, 1998 and the
nine-month period ended September 30, 1999.
The unaudited pro forma condensed consolidated financial information included
herein as Exhibit 99.3 and incorporated herein by reference has been prepared by
combining the historical consolidated information of TSI International Software
Ltd. ("TSI") with (i) the historical information of Braid Group Limited
("Braid"), which was acquired by TSI on March 18, 1999 as previously reported in
TSI's Current Report on Form 8-K filed with the Commission on April 4, 1999, as
amended by TSI's Current Report on Form 8-K/A filed with the Commission on June
1, 1999 and (ii) the historical information of Novera.
The unaudited pro forma financial information is based on and should be read
together with the historical financial statements of TSI as of and for the year
ended December 31, 1998; the unaudited financial statements of TSI as of and for
the nine month period ended September 30, 1999, the Form 8-K/A dated March 18,
1999 and filed with the Commission on June 1, 1999 in connection with the
acquisition of Braid; the historical financial statements of Novera as of and
for the year ended December 31, 1998 and the unaudited financial statements of
Novera as of and for the six month period ended June 30, 1999 included herein as
Exhibit 99.2 to this report and incorporated herein by reference.
The unaudited pro forma condensed consolidated information included herein as
Exhibit 99.3 to this report and incorporated herein by reference is based on
certain assumptions and includes the adjustments described herein and in the
notes to the unaudited pro forma condensed consolidated financial information.
The unaudited condensed consolidated statements of operations for the year ended
December 31, 1998 and for the nine months ended September 30, 1999 included
herein as Exhibit 99.3 to this report and incorporated herein by reference were
prepared based on the assumption that the Novera and Braid acquisitions had
taken place on January 1, 1998. For accounting purposes, the Novera acquisition
will be treated as a purchase.
It should be understood that the unaudited pro forma condensed consolidated
financial statements do not necessarily reflect the actual consolidated
financial position or results of operations of the combined entities because,
among other factors, actual expenses related to or following the acquisitions of
Braid and Novera may be different than amounts assumed or estimated. The pro
forma condensed consolidated financial information is provided for illustrative
purposes only and may not necessarily be indicative of the financial results
that would have occurred had the acquisitions been effective on the dates
indicated, and should not be viewed as indicative of results of operations or
financial position of future periods.
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(c) Exhibits
Exhibit No. Description
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2.1* Agreement and Plan of Reorganization dated as of
September 30, 1999 by and among TSI International
Software Ltd., Natchez Acquisition Corp. and Novera
Software, Inc.
2.2* Escrow Agreement dated as of September 30, 1999 by and
among TSI International Software Ltd., Novera
Software, Inc., the Indemnification Representative (as
defined therein) and The Bank of New York, as escrow
agent.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1* Press Release of TSI International Software Ltd. dated
September 30, 1999
99.2 The following financial statements of Novera Software,
Inc., together with the report thereon of
PricewaterhouseCoopers LLP:
Novera Software, Inc. Balance Sheets as of December
31, 1998 and 1997, and as of (unaudited) June 30,
1999.
Novera Software, Inc. Statements of Operations for the
years ending December 1998 and 1997 and for the
(unaudited) six months ended June 30, 1999 and 1998.
Novera Software, Inc. Statements of Redeemable
Convertible Preferred Stock and Stockholders' Deficit
for the years ending December 1998 and 1997 and for
the (unaudited) six months ended June 30, 1999.
Novera Software, Inc. Statements of Cash Flows for the
years ended December 31, 1998 and 1997 and for the
(unaudited) six month periods ended June 30, 1999 and
1998.
Novera Software, Inc. Notes to Financial Statements.
99.3 The following unaudited pro forma condensed
consolidated financial statements:
Unaudited Pro Forma Condensed Consolidated Statements
of Operations for the fiscal year ended December 31,
1998 and the nine-month period ended September 30,
1999.
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Information.
* Previously filed with TSI's Current Report on Form 8-K dated September 30,
1999 and filed with the Commission on October 15, 1999.
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SIGNATURES
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.
TSI INTERNATIONAL SOFTWARE LTD.
By: /s/ Ira A. Gerard
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Ira A. Gerard
Vice President, Finance and
Administration
Chief Financial Officer and Secretary
Dated: November _____, 1999
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EXHIBIT INDEX
Exhibit No. Description
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2.1* Agreement and Plan of Reorganization dated as of September 30, 1999 by
and among TSI International Software Ltd., Natchez Acquisition Corp. and
Novera Software, Inc.
2.2* Escrow Agreement dated as of September 30, 1999 by and among TSI
International Software Ltd., Novera Software, Inc., the Indemnification
Representative (as defined therein) and The Bank of New York, as escrow
agent.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1* Press Release of TSI International Software Ltd. dated September 30,
1999
99.2 The following financial statements of Novera Software, Inc., together
with the report thereon of PricewaterhouseCoopers LLP:
Novera Software, Inc. Balance Sheets as of December 31, 1998 and 1997,
and as of (unaudited) June 30, 1999.
Novera Software, Inc. Statements of Operations for the years ending
December 1998 and 1997 and for the (unaudited) six months ended June 30,
1999 and 1998.
Novera Software, Inc. Statements of Redeemable Convertible Preferred
Stock and Stockholders' Deficit for the years ending December 1998 and
1997 and for the (unaudited) six months ended June 30, 1999.
Novera Software, Inc. Statements of Cash Flows for the years ended
December 31, 1998 and 1997 and for the (unaudited) six month periods
ended June 30, 1999 and 1998.
Novera Software, Inc. Notes to Financial Statements.
99.3 The following unaudited pro forma condensed consolidated financial
statements:
Unaudited Pro Forma Condensed Consolidated Statements of Operations for
the fiscal year ended December 31, 1998 and the nine-month period ended
September 30, 1999.
Notes to Unaudited Pro Forma Condensed Consolidated Financial
Information.
* Previously filed with TSI's Current Report on Form 8-K dated September 30,
1999 and filed with the Commission on October 15, 1999.
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