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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): January 11, 2000
BEST SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Virginia 0-23117 54-1222526
(State or other jurisdiction (Commission File No.) I.R.S. Employer
of incorporation) (Identification No.)
11413 Isaac Newton Square
Reston, Virginia 20190
(Address of principal executive offices)
(703) 709-5200
(Registrant's telephone number, including area code)
N/A
(former name or former address, if changed since last report)
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ITEM 5. OTHER ITEMS.
1. Filed herewith as Exhibit 99.1 is a press release issued on
January 12, 2000 by Best Software, Inc. (the "Company") announcing the execution
of an Agreement and Plan of Merger dated as of January 12, 2000 (the "Merger
Agreement"), by and among the Company, The Sage Group plc ("Parent") and Bobcat
Acquisition Corp., a wholly owned subsidiary of Parent ("Purchaser"). The Merger
Agreement provides for Purchaser to commence a cash tender offer (the "Offer")
within five business days for all of the shares of common stock, no par value
per share (collectively, the "Shares"), of the Company at a price of $35.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
contained in the Agreement. The Merger Agreement further provides that, as soon
as practicable after the satisfaction or waiver of the conditions set forth in
the Merger Agreement (including, without limitation, the consummation of the
Offer), and in accordance with the relevant provisions of the Virginia Stock
Corporation Act, as amended, Purchaser will be merged (the "Merger") with and
into the Company. Following the consummation of the Merger, the Company will
continue as the surviving corporation and will be a wholly owned subsidiary of
Parent. In the Merger, the holders of Shares (other than the Company, Parent,
Purchaser or any subsidiary of any of the foregoing) will receive the same per
Share consideration as is paid to holders of Shares in the Offer. The foregoing
is qualified in its entirety by reference to the complete text of the Press
Release which is filed as Exhibit 99.1 hereto.
2. Filed herewith as Exhibit 99.2 is a press release issued on
January 12, 2000 by the Company announcing the Company's financial results for
the fourth quarter of 1999, which is incorporated herein by this reference.
3. Filed herewith as Exhibit 3.3 is an amendment to the Company's
Bylaws approved on January 11, 2000 by the Board of Directors to provide that
Article 14.1 of the Virginia Stock Corporation Act shall not apply to
acquisitions of shares of capital stock of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
3.3 Amendment of the Bylaws of Best Software, Inc. adopted
by the Board of Directors at a meeting of the Board held
on January 11, 2000.
99.1 Press Release of Best Software, Inc. issued on January
12, 2000.
99.2 Press Release of Best Software, Inc. issued on January
12, 2000.
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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.
BEST SOFTWARE, INC.
Date: January 13, 2000 By: /s/ David N. Bosserman
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Name: David N. Bosserman
Title: Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)