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): July 12, 2001
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EAGLE POINT SOFTWARE CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-26170 42-1204819
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4131 Westmark Drive, Dubuque, Iowa 52002-2627
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (319) 556-8392
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Eagle Point Software Corporation (the "Company") has entered into an
Agreement and Plan of Merger dated as of July 12, 2001 (the "Merger Agreement")
with JB Acquisitions LLC ("JB Acquisitions") and Talon Acquisition Corp., a
wholly-owned subsidiary of JB Acquisitions ("Talon"), that provides for the
merger (the "Merger") of Talon with and into the Company. Following the Merger,
the separate corporate existence of Talon will cease and the Company will
continue as the surviving corporation. JB Acquisitions is a newly organized
corporation formed by John F. Biver, a founder and current director of the
Company, for the purpose of entering into the Merger Agreement and engaging in
the transactions contemplated thereby.
Pursuant to the terms of the Merger Agreement, each share of the
Company's common stock outstanding immediately prior to the merger, other than
shares owned directly or indirectly by JB Acquisitions, will be converted into
the right to receive $6.40 per share in cash, except that 78,125 shares held by
Rodney L. Blum (a current director and former executive officer of the Company)
and 39,062.5 shares held by Dennis J. George (a current director and Chief
Financial Officer of the Company) will be converted into the right to receive 7-
year subordinated promissory notes from the Company in the principal amount of
$6.40 per share acquired. The Company's obligations under the notes will be
guaranteed by Mr. Biver and his spouse. In addition, JB Acquisitions, Talon and
Digital Canal Corporation, an entity formed by Mr. Blum, have entered into a
definitive agreement providing for the purchase by Digital Canal of the
operating assets of the Company's Building Design and Construction Division and
its Structural Division for a cash purchase price of approximately $1.1 million.
Prior to its execution, the Merger Agreement was approved by the
Company's Board of Directors (with Mr. Biver and Mr. Blum not participating),
based upon the unanimous recommendation of a special committee of its
independent directors. The consummation of the merger is subject to certain
conditions, including regulatory approvals, the approval of the Company's
stockholders, the simultaneous consummation of the transactions contemplated by
the agreement between JB Acquisitions, Talon and Digital Canal and the receipt
by JB Acquisitions of certain necessary financing.
Copies of the Merger Agreement and the Company's press release issued
on July 12, 2001 with respect to the Merger Agreement and the transactions
contemplated thereby are attached hereto as Exhibits 2 and 20, respectively and
each is incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) - (b) Not applicable.
(c) Exhibits:
Exhibit
Number Description of Exhibit
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2 Agreement and Plan of Merger, dated as of July 12, 2001, by and among
JB Acquisitions, Talon and the Company.
10 Amendment Number One to Amended and Restated Eagle Point Software
Corporation 1995 Employee Stock Purchase Plan.
20 Press Release issued by the Company on July 12, 2001.
99.1 Asset Purchase Agreement, dated as of July 12, 2001, by and among JB
Acquisitions, Talon and Digital Canal Corporation.
99.2 Form of Promissory Note from the Company to Rodney L. Blum and Dennis
J. George.
99.3 Form of Personal Guaranty of Mr. and Mrs. John F. Biver.
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Signature
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 thereunto duly authorized.
EAGLE POINT SOFTWARE CORPORATION
By: Dennis J. George
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Name: Dennis J. George
Title: Vice President, Chief Financial Office,
Treasurer and Secretary
Dated July 16, 2001
Exhibit Index
The following is a list of the Exhibits filed herewith.
Exhibit
Number Description of Exhibit
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2 Agreement and Plan of Merger, dated as of July 12, 2001, by and among
JB Acquisitions, Talon and the Company.
10 Amendment Number One to Amended and Restated Eagle Point Software
Corporation 1995 Employee Stock Purchase Plan.
20 Press Release issued by the Company on July 12, 2001.
99.1 Asset Purchase Agreement, dated as of July 12, 2001, by and among JB
Acquisitions, Talon and Digital Canal Corporation.
99.2 Form of Promissory Note from the Company to Rodney L. Blum and Dennis
J. George.
99.3 Form of Personal Guaranty of Mr. and Mrs. John F. Biver.
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