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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): August 30, 2000
Caminus Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-28085 13-4081739
(Commission File Number) (I.R.S. Employer Identification No.)
747 Third Avenue
New York, New York 10017
(Address of Principal Executive Offices, Including Zip Code)
(212) 888-3600
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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This Amendment No. 1 to Current Report on Form 8-K/A is filed for the purpose
of filing the financial statements of Nucleus Corporation and Nucleus Energy
Consulting Corporation (together, "Nucleus") required by Item 7(a) and the pro
forma information required by Item 7(b).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
The financial statements of Nucleus required by this item are included as
Exhibit 99.3 to this Amendment No. 1 to Current Report on Form 8-K/A and
incorporated herein by reference.
(b) Pro Forma Financial Information
The pro forma financial information required by this item is included as
Exhibit 99.4 to this Amendment No. 1 to Current Report on Form 8-K/A and
incorporated herein by reference.
(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: November 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.
23.1 Consent of KPMG LLP.
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.
99.3 Financial Statements of Nucleus Corporation and Nucleus Energy
Consulting Corporation.
99.4 Caminus Corporation Unaudited Pro Forma Condensed Consolidated Statement
of Operations for the Year Ended December 31, 1999 and the Nine Months
Ended September 30, 2000.
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* Caminus Corporation hereby agrees to furnish supplementally a copy of any
omitted schedules to the Asset Purchase Agreement to the Securities and
Exchange Commission upon request.
+ Previously filed with the Form 8-K on September 13, 2000.
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