UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 22, 2003
COMSHARE, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
MICHIGAN 0-4096 38-1804887
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
555 BRIARWOOD CIRCLE, ANN ARBOR, MICHIGAN 48108
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (734) 994-4800
ITEM 5. OTHER EVENTS
On June 22, 2003, Comshare, Incorporated entered into an Agreement and
Plan of Merger with Geac Computer Corporation Limited and its indirect wholly
owned merger subsidiary, Conductor Acquisition Corp., a Michigan corporation. A
copy of the agreement is attached as Exhibit 2.1. At the time of the execution
of the agreement, Codec Systems Limited, who owns approximately 14% of
Comshare's outstanding common stock, and Anthony Stafford, who is an officer and
majority shareholder of Codec and who is a Comshare director, entered into a
Tender and Voting Agreement with Geac, a copy of which is attached as Exhibit
2.2. Dennis G. Ganster, Comshare's Chairman, President and Chief Executive
Officer, also entered into a Tender and Voting Agreement, a copy of which is
attached as Exhibit 2.3.
A copy of Comshare's press release, dated June 23, 2003, is attached as
Exhibit 99.1 and is incorporated herein by reference.
This announcement is not a recommendation, an offer to purchase or a
solicitation of an offer to sell shares of Comshare. Geac has not commenced the
tender offer for shares of Comshare. Upon commencement of the tender offer for
shares of common stock of Comshare, which is expected to occur on or before July
3, 2003, Geac will file with the Securities and Exchange Commission a tender
offer statement on Schedule TO, and the Company will thereafter file with the
Commission a solicitation/recommendation statement on Schedule 14D-9. Comshare
stockholders are advised to read Geac's tender offer statement and Comshare's
solicitation/recommendation statement when they are available because they will
contain important information about Geac, Comshare, the tender offer and the
merger. Comshare stockholders may obtain free copies of these statements, when
available, from the Commission's website at www.sec.gov, or by contacting Geac
Investor Relations at 905.475.0525 x3325 or Comshare Investor Relations at
734.994.4800 or email bjarzynski@comshare.com.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
The following exhibits are filed herewith:
EXHIBIT INDEX
Exhibit
Number Description
- ------ ------------------------------
2.1 Agreement and Plan of Merger, dated June 22, 2003, by and
among Comshare, Incorporated, Geac Computer Systems, Ltd.
and Conductor Acquisition Corp.
2.2 Tender and Voting Agreement, dated June 22, 2003, by and
among Geac Computer Systems, Ltd., Conductor Acquisition
Corp., Codec Systems Limited and Anthony Stafford.
2.3 Tender and Voting Agreement, dated June 22, 2003, by and
among Geac Computer Systems, Ltd., Conductor Acquisition
Corp. and Dennis G. Ganster.
99.1 Comshare Press Release dated June 23, 2003.
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.
COMSHARE, INCORPORATED
Date: June 23, 2003 By: /s/ Brian J. Jarzynski
----------------------------------
Brian J. Jarzynski
Senior Vice President, Chief
Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit
Number Description
- ------ ------------------------------
2.1 Agreement and Plan of Merger, dated June 22, 2003, by and
among Comshare, Incorporated, Geac Computer Systems, Ltd.
and Conductor Acquisition Corp.
2.2 Tender and Voting Agreement, dated June 22, 2003, by and
among Geac Computer Systems, Ltd., Conductor Acquisition
Corp., Codec Systems Limited and Anthony Stafford.
2.3 Tender and Voting Agreement, dated June 22, 2003, by and
among Geac Computer Systems, Ltd., Conductor Acquisition
Corp. and Dennis G. Ganster.
99.1 Comshare Press Release dated June 23, 2003.