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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): August 30, 2000
Caminus Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-28085 13-4081739
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(Commission File Number) (I.R.S. Employer
Identification No.)
747 Third Avenue
New York, New York 10017
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(Address of Principal Executive Offices, Including Zip Code)
(212) 515-3600
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On August 30, 2000, Caminus Corporation (the "Company") completed its
acquisition (the "Nucleus Acquisition") of substantially all of the assets of
Nucleus Corporation ("Nucleus Corporation") and Nucleus Energy Consulting
Corporation ("Nucleus Consulting," together with Nucleus Corporation,
"Nucleus"), pursuant to an Asset Purchase Agreement dated as of August 30, 2000
(the "Purchase Agreement"), by and among the Company, Nucleus Corporation,
Nucleus Consulting, and David C. Meyers and John H. Gerold, the holders of all
of the outstanding stock of Nucleus. The assets include Nucleus' accounts
receivable, intellectual property and software, certain assumed contracts and
leaseholds, equipment, computers, motor vehicles, customer lists, governmental
licenses and all goodwill of Nucleus as a going concern.
The purchase price for the Nucleus Acquisition consisted of 261,334 shares
(the "Shares") of the Company's Common Stock, $.01 par value per share,
$13,720,000 in cash, and the assumption of certain liabilities of the business
of Nucleus. The purchase price is subject to adjustment, depending upon the
final determined value of Nucleus' working capital, as is more fully described
in the Purchase Agreement. The cash portion of the purchase price was paid for
from the proceeds of the Company's initial public offering, which closed on
February 2, 2000. The Shares issued to Nucleus were authorized, but previously
unissued shares of Common Stock. Nucleus is entitled to certain piggyback
registration rights with respect to the Shares, as is more fully described in
the Registration Rights Agreement, dated as of August 30, 2000 (the
"Registration Rights Agreement").
The terms of the Purchase Agreement were determined on the basis of
arm's-length negotiations. Prior to the execution of the Purchase Agreement,
neither the Company nor any of its affiliates, nor any director or officer of
the Company or any associate of any such director or officer, had any material
relationship with Nucleus or either of Messrs. Meyers or Gerold.
The Company, Nucleus, Messrs. Meyers and Gerold, and State Street Bank and
Trust Company of California N.A. also entered into an Escrow Agreement, dated as
of August 30, 2000 (the "Escrow Agreement"), pursuant to which $1 million of the
cash portion of the purchase price, and 133,332 Shares of the stock portion of
the purchase price will be held in escrow to reimburse the Company in connection
with any indemnification claims the Company may make, pursuant to breaches of
representations, warranties or covenants by Nucleus. A provision is also made
for an additional escrow account in connection with a settlement agreement
Nucleus entered into in November 1998.
The foregoing descriptions of the Purchase Agreement, Registration Rights
Agreement and Escrow Agreement do not purport to be complete and are qualified
in their entirety by reference to the full texts of such agreements, which are
filed as Exhibits 2.1, 99.1 and 99.2, respectively, to this Current Report on
Form 8-K and incorporated herein by reference.
(b) Certain of the assets acquired by the Company include equipment and
other physical property of Nucleus. Prior to the acquisition, Nucleus marketed
trading and scheduling software systems for energy providers. The Company
currently intends to continue Nucleus' business substantially in the manner
conducted by Nucleus immediately prior to the Nucleus Acquisition.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
The financial statements required by this item are not included herewith
and will be filed by amendment no later than November 13, 2000.
(b) Pro Forma Financial Information
The pro forma financial information required by this item is not
included herewith and will be filed by amendment no later than November
13, 2000.
(c) Exhibits
See the Exhibit Index attached hereto.
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.
CAMINUS CORPORATION
Date: September 13, 2000 /s/ Mark A. Herman
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Mark A. Herman
Chief Financial Officer
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Exhibit Index
2.1* Asset Purchase Agreement, dated as of August 30, 2000, by and among
Caminus Corporation, Nucleus Corporation, Nucleus Energy Consulting
Corporation, David C. Meyers and John H. Gerold.
99.1 Registration Rights Agreement, dated as of August 30, 2000, by and among
Caminus Corporation, Nucleus Corporation and Nucleus Energy Consulting
Corporation.
99.2 Escrow Agreement, dated as of August 30, 2000, by and among Caminus
Corporation, Nucleus Corporation, Nucleus Energy Consulting
Corporation, David C. Meyers, John H. Gerold and State Street Bank and
Trust Company of California N.A.
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* The Company hereby agrees to furnish supplementally a copy of any omitted
schedules to the Asset Purchase Agreement to the Securities and Exchange
Commission upon request.
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