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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
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EIS INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
EIS INTERNATIONAL, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
268539103
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JAMES E. MCGOWAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EIS INTERNATIONAL, INC.
555 HERNDON PARKWAY
HERNDON, VIRGINIA 20170
(703) 478-9808
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
RANDALL S. PARKS
HUNTON & WILLIAMS
951 EAST BYRD STREET
RIVERFRONT PLAZA, EAST TOWER
RICHMOND, VIRGINIA 23219-4074
(804) 788-8200
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ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is EIS International, Inc., a Delaware
corporation (the "Company"). The address of the principal executive offices of
the Company is 555 Herndon Parkway, Herndon, Virginia, 20170. The title of the
class of equity securities to which this Solicitation/Recommendation Statement
on Schedule 14D-9 (this "Statement") relates is common stock, par value $0.01
per share, of the Company, together with the associated rights to purchase
Series A Preferred Stock, par value $0.01 per share, pursuant to that certain
Rights Agreement (the "Rights Agreement"), dated as of May 16, 1997 between the
Company and BankBoston N.A., as amended (collectively, the "Shares").
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to the tender offer by SERSys Acquisition
Corporation, a Delaware corporation ("Purchaser") that is a wholly owned
subsidiary of SER (USA), Inc., a Delaware corporation ("SER USA") that is a
wholly owned subsidiary of SER Systeme AG, a German corporation ("Parent"),
disclosed in a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1")
dated December 23, 1999 offering to purchase all of the outstanding Shares at a
price of $6.25 per Share, net to the seller in cash (the "Offer Consideration"),
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated December 23, 1999 (the "Offer to Purchase") and the related Letter of
Transmittal (which, together with the Offer to Purchase, as maybe amended from
time to time, constitute the "Offer").
The Offer is being made pursuant to an Agreement and Plan of Merger dated
as of December 17, 1999 (the "Merger Agreement"), by and among Parent, Purchaser
and the Company. The Merger Agreement provides, among other things, that
following satisfaction or waiver of the conditions set forth in the Merger
Agreement and in accordance with the Delaware General Corporation Law (the
"DGCL"), Purchaser will be merged with and into the Company (the "Merger"), the
separate corporate existence of Purchaser will cease and the Company will
continue as the surviving corporation (the "Surviving Corporation") and become a
wholly owned subsidiary of SER USA and an indirect wholly owned subsidiary of
Parent. A copy of the Merger Agreement is filed as Exhibit (c)(1) to this
Statement and is incorporated herein by reference.
As set forth in the Schedule 14D-l, the principal executive offices of
Parent are located at Innovationspark Rahms, D-53577 Neustadt/Wied, Germany, and
the principal executive offices of Purchaser are located at 7200 Wisconsin
Avenue, Suite 1001, Bethesda, Maryland 20814.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and address of the Company, which is the person filing this
Statement, are set forth in Item 1 above.
(b) Except as set forth in this Item 3(b), to the best knowledge of the
Company, there are no material contracts, agreements, arrangements or
understandings and no actual or potential conflicts of interest between the
Company or its affiliates and (i) the Company's executive officers, directors or
affiliates or (ii) Parent or Purchaser or their respective executive officers,
directors or affiliates.
The information included in the Offer to Purchase under the headings "The
Tender Offer -- Background of the Offer; Contacts with the Company," "-- The
Merger Agreement and Other Agreements" and "-- Certain Conditions of the Offer,"
is incorporated herein by reference. Each material contract, agreement,
arrangement and understanding and actual or potential conflict of interest
between the Company or its affiliates and (i) its executive officers, directors
or affiliates or (ii) Parent or Purchaser, or their respective executive
officers, directors or affiliates, is either incorporated by reference by the
preceding sentence, disclosed in the excerpt from the Company's Proxy Statement,
dated April 5, 1999, for its 1999 Annual Meeting of Shareholders, attached
hereto as Exhibit (c)(9), or set forth in this Item 3 below or in Item 5 (the
provisions of which are incorporated by reference herein) below. All information
in this Statement relating to Parent or Purchaser and their respective officers,
directors, representatives or affiliates, or actions or events with respect to
any of them, was provided by Parent or Purchaser, respectively, and the Company
takes no responsibility for such information.
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INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company is a Delaware corporation. Pursuant to Section 145 of the DGCL,
a corporation incorporated under the laws of the State of Delaware is permitted
to indemnify its current and former directors and officers under certain
circumstances against certain liabilities and expenses incurred by them by
reason of their serving in such capacities, if such persons acted in good faith
for a purpose which they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.
Pursuant to Article Eighth of the Company's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation"), no director
will be personally liable to the Company or any stockholder for damages
resulting from any breach of fiduciary duty in such capacity to the fullest
extent permitted by Delaware law. The Company's Certificate of Incorporation
further provides that neither the amendment nor repeal of Article Eighth thereof
may limit or eliminate the effect of Article Eighth in respect of any acts or
omissions occurring prior to such repeal or modification. Article Eighth of the
Certificate of Incorporation is filed herewith as Exhibit (c)(9) and is
incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) Recommendation of the Board of Directors
On December 16, 1999, the Board of Directors of the Company (the "Company
Board") unanimously (with Messrs. McGowan and Burton abstaining) approved the
Merger Agreement and the transactions contemplated thereby, including the Offer
and the Merger, determined that the Offer and the Merger, taken together, are
fair to, and in the best interests of, the Company and its stockholders and
recommended that (i) the stockholders accept the Offer and tender their Shares
in the Offer and (ii) the stockholders entitled to vote thereon, approve and
adopt the Merger Agreement, subject to the terms and conditions therein, and the
transactions contemplated thereby. This recommendation is based in part upon an
opinion of the Company's financial advisor, Updata Capital, Inc. ("Updata"),
dated as of December 16, 1999, to the effect that, as of such date, the
consideration to be received by the Company's stockholders in the Offer and the
Merger is fair to the Company's stockholders from a financial point of view (the
"Fairness Opinion"). The Fairness Opinion contains a description of the factors
considered, the assumptions made and the scope of the review undertaken by
Updata in rendering its opinion. The full text of the Fairness Opinion is
attached as Exhibit (a)(9) to this Statement and is incorporated herein by
reference. Stockholders are urged to read the Fairness Opinion in its entirety.
(b) Background; Reasons for the Recommendation of the Company's Board of
Directors
Over the past several years, the management of the Company and the Company
Board have regularly reviewed the Company's performance, strategic direction and
prospects in light of changes in the contact center industry, including the
possibility of increased competition.
In May, 1999, Parent authorized its financial advisor, Broadview Int'l LLC
("Broadview"), to contact the Company regarding Parent's interest in exploring
the possibility of a strategic relationship or business combination between the
Company and Parent. Over the course of the next several months, Mr. Kevin R.
McClelland, a Principal of Broadview, had multiple conversations with Mr. James
E. McGowan, President and Chief Executive Officer of the Company, regarding the
potential benefits of a strategic relationship or business combination.
On September 1, 1999, Dr. Philip A. Storey, Executive Vice President of
Parent, and Mr. McGowan held a meeting at Mr. McGowan's office in Herndon,
Virginia, the first informal senior executive discussions between the Company
and Parent. As a result of this meeting, representatives of Parent and Company
believed that there was potential for a good strategic fit between the two
organizations, along the lines of a business combination, OEM product agreement
or other strategic venture or transaction. A second meeting between Dr. Storey
and Mr. McGowan occurred on the afternoon of September 13, 1999. Prior to this
meeting, Parent and the Company entered into a mutual non-disclosure agreement,
which was amended and superseded by a confidential mutual non-disclosure
agreement on October 15, 1999 (the "Confidentiality
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Agreement"). At this meeting, the parties discussed the Company's planned
business direction in light of changes in the contact center industry and
Parent's technological capabilities with respect to the Internet and process
automation. As a result of this meeting, and in light of the parties' strategies
discussed thereat, Dr. Storey and Mr. McGowan began to consider the prospect of
a business combination between the Company and Parent.
Following the meeting of September 13, 1999, Dr. Storey discussed the
possibility of a merger between the Company and Parent with other members of the
Management Board of Parent, and Gert J. Reinhardt, Chief Executive Officer of
Parent, fully briefed the Parent's supervisory board about the situation. In
addition, on September 17, representatives from Broadview held a conference call
with Mr. McGowan and other representatives from the Company to discuss the
Company's strategy and its historical and projected financial results. On
September 23, 1999, Broadview and the Parent outlined to the Company preliminary
proposed transaction terms for a merger of the Company and Parent.
On October 6, 1999, Mr. McGowan and Updata, the Company's financial
advisor, presented to the Company Board the preliminary proposed transaction
terms for a merger of the Company and Parent. At this meeting, the Company Board
considered the Company's business, financial condition, results of operations,
current business strategy and future prospects, recent and historical market
prices and trading ranges for the Shares and strategic and other potential
alternatives to a potential business combination.
After conferring with the Company Board, Mr. McGowan informed Dr. Storey,
in early October, that the Company would continue exploring a possible
transaction with Parent and would allow Parent to commence a preliminary senior
level due diligence review of the Company. Representatives of Parent commenced
the preliminary due diligence investigation on October 15, 1999, and continued
their investigation during November, 1999, including holding meetings between
certain members of each of the Company's and Parent's senior managements in
Germany from October 26 to 29, 1999. During this time, the senior management of
each of Parent and the Company discussed generally the possible structures and
potential synergies of a business combination.
In early November, 1999, the senior management and financial advisors of
each of the Company and Parent began to negotiate the amount and form of
consideration that would be payable to Company stockholders in connection with a
business combination. The parties also discussed various strategies for
retaining the services of key Company employees in the event of a business
combination.
During the negotiations of early November, and prior to November 7, 1999,
Dr. Storey fully informed the Management Board of Parent of the status of the
discussions and obtained suitable authorizations to proceed on behalf of Parent.
Also, during this period, Mr. Reinhardt consulted fully with the Supervisory
Board of Parent concerning the negotiations.
On November 7, 1999, following negotiations regarding the amount and form
of consideration, Dr. Storey called Mr. McGowan and informed him that a price of
$6.25, payable in cash for each outstanding Share, would be Parent's best and
highest proposal. Parent indicated that it would require Mr. McGowan and
Frederick C. Foley, the Company's Chief Financial Officer, to enter into
employment agreements and certain stockholders of the Company to enter into a
tender agreements, as a conditions to its willingness to enter into a definitive
merger agreement. While these conversations were occurring, representatives of
Parent continued various aspects of their due diligence review.
On November 10, 1999, certain members of the Company Board met to discuss
Parent's final offer price and related matters. At this meeting, the Company
Board considered the Company's business, financial condition, results of
operations, current business strategy and future prospects, recent and
historical market prices and trading ranges for the Shares, strategic and other
potential alternatives to Parent's offer, and the relevant matters, including
information presented by senior management and by the Company's financial
advisors regarding the progress of the negotiations between Parent and the
Company over the terms of a definitive merger agreement. Senior management and
the Company's financial advisors discussed with the Company Board the proposed
terms of the merger agreement, which contemplated a cash tender offer followed
by a cash merger, and a tender agreement pursuant to which certain officers and
directors of the
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Company would agree to tender their Shares into the Offer and vote in favor of
the Merger. Based on the information presented at these and previous meetings,
and after extensive deliberation, the Company Board authorized senior management
of the Company to proceed with the negotiation of definitive documentation
relating to the proposed transaction. Also at this meeting, the Company Board
authorized Mr. McGowan and senior management of the Company to enter into a
non-solicitation and standstill agreement to be negotiated by such management in
consultation with legal and financial advisors (the "Non-Solicitation and
Standstill Agreement"). Senior management of the Company and the Parent executed
the Non-Solicitation and Standstill Agreement on November 17, 1999.
From November 22, 1999 through December 15, 1999, Parent and its counsel
continued their due diligence review of the Company, and the parties and their
advisors negotiated the provisions of the Merger Agreement and the Tender
Agreement.
On the morning of December 16, 1999, the members of the Company's Board
received from the Company certain materials in preparation for deliberations
considering the proposed offer, including a summary of the Merger Agreement and
the transactions contemplated thereby, the final draft of the Merger Agreement,
a summary of the proposed terms of the employment agreements for Mr. McGowan and
Mr. Foley, drafts of those employment agreements, an outline of the Company
Board's duties under the DGCL and proposed resolutions with respect to the
Merger Agreement and the transactions contemplated thereby. Also on the morning
of December 16, 1999, the members of the Company's Board received from Updata,
the Company's financial advisors, a presentation and financial analysis
concerning the Merger Agreement and the transactions contemplated thereby.
After having been afforded the full business day to review their materials,
the Company Board held a meeting during the evening of December 16, 1999. At
that meeting, Mr. McGowan, other members of the Company's senior management and
the Company's financial and legal advisors presented to the Company Board the
terms of the proposed Merger Agreement and discussed with the Company Board
various business issues relating to the contemplated transactions. Updata
presented a detailed financial analysis of the proposed transaction and rendered
its written opinion that, as of December 16, 1999, the $6.25 per Share cash
consideration to be received in the Offer and the Merger by holders of Shares
was fair to such holders (other than Parent and its affiliates) from a financial
point of view. The Company's legal advisors discussed with the Company Board the
legal standards applicable to its decisions with respect to the proposed
transaction and reviewed the terms of the transaction documents. After
discussion and due consideration, including discussion while Mr. McGowan and Mr.
Foley had excused themselves from the meeting, the Company Board unanimously
approved (with Messrs. Burton and McGowan abstaining) the Merger Agreement and
the transactions contemplated thereby, including the Offer and the Merger, and
resolved to recommend that holders of Shares tender their Shares in the Offer
and vote in favor of the Merger.
After execution and delivery of the Merger Agreement on the evening of
December 17, 1999, the parties issued a joint press release, before the opening
of Nasdaq on December 20, 1999, announcing the definitive agreement, the Offer
and the Merger.
Reasons for the Company Board's Recommendation
In light of the Board of Directors' review of the Company's competitive and
financial position, recent operating results and prospects, the Board determined
that the Offer and the Merger, taken together, are fair to, and in the best
interests of, the Company and its stockholders and recommended that (i) the
stockholders accept the Offer and tender their Shares in the Offer and (ii) the
stockholders entitled to vote thereon, approve and adopt the Merger Agreement,
subject to the terms and conditions therein, and the transactions contemplated
thereby. In making such recommendation and in approving the Merger Agreement and
the transactions contemplated thereby, the Board considered a number of factors,
including, but not limited to, the following:
(1) the terms and conditions of the Merger Agreement, including the
parties' representations, warranties and covenants, the conditions to their
respective obligations, the limited ability of Parent and
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Purchaser to terminate the Offer or the Merger Agreement and the provision
for payment of the Offer Consideration in cash with no financing condition;
(2) the financial condition, results of operations, cash flows and
prospects of the Company;
(3) the prospects of the Company if the Company were to remain
independent and the risks inherent in remaining independent, including
competitive risks;
(4) the extensive arms-length negotiations between the Company and
Parent that resulted in the $6.25 per share price;
(5) the history of the Company's discussions with Parent and other
parties;
(6) that the Offer and the Merger provide for a prompt cash tender
offer for all outstanding Shares to be followed by a merger for the same
consideration, thereby enabling the Company's stockholders to obtain the
benefits of the transaction in exchange for their Shares at the earliest
possible time;
(7) the current status of the industries in which the Company competes
and the technological and financial resources available to the Company's
competitors;
(8) the likelihood of continued consolidation in the industries in
which the Company competes and the possibility that changes in those
industries, including the rapid evolution of technology, could adversely
affect the Company and its stockholders;
(9) the recent trading price of the Shares and that the $6.25 per
Share to be paid in the Offer and the Merger represents (i) a premium of
approximately 19% over the $5.25 closing sale price for the Shares on The
Nasdaq National Market on December 14, 1999, and (ii) a premium of
approximately 33.3% over the $4.688 closing sale price for the Shares on
The Nasdaq National Market on November 14, 1999;
(10) the Company's and Updata's determination that the likelihood that
an unconditional superior offer could be found was insufficient to justify
the risk of delay in proceeding with the favorable transaction with Parent;
(11) the presentations of Updata made to the Board on October 6, 1999,
November 10, 1999 and December 16, 1999, and the Fairness Opinion of Updata
delivered to the Company Board at the December 16, 1999 Board meeting to
the effect that, as of such date and based upon and subject to certain
matters stated in such opinion, the cash consideration of $6.25 per share
to be received by holders of the Shares in the Offer and the Merger was
fair, from a financial point of view, to such holders (STOCKHOLDERS ARE
URGED TO READ THE FAIRNESS OPINION IN ITS ENTIRETY);
(12) the Merger Agreement permits the Company Board, in the exercise
of its fiduciary duties, to furnish information and data, and enter into
discussions and negotiations, in connection with a Superior Proposal (as
defined in the Merger Agreement) and to withdraw its recommendation of the
Merger with Parent and Purchaser in favor of a Superior Proposal to the
Company's stockholders;
(13) the Merger Agreement permits the Company Board, in the exercise
of its fiduciary duties, to terminate the Merger Agreement in favor of a
Superior Proposal, provided, that following such termination, the Company
must pay Parent a fee of $3,000,000, (representing approximately 4.3% of
the total value of the consideration to be paid to stockholders in the
Offer and the Merger); and
(14) the business reputation of Parent and its management, and
Parent's financial strength, including its ability to finance the Offer.
The Company Board did not assign relative weights to the above factors or
determine that any factor was of particular importance. Rather, the Company
Board viewed its position and recommendations as being based on the totality of
the information presented to and considered by it. In addition, it is possible
that different members of the Company Board assigned different weights to the
factors.
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The Company Board recognized that, while the consummation of the Offer
gives the Company's stockholders the opportunity to realize a premium over the
price at which the Shares were traded before the public announcement of the
Offer, tendering in the Offer would eliminate the opportunity for such
stockholders to participate in the future growth and profits of the Company. The
Company Board believes that the loss of the opportunity to participate in the
growth and profits of the Company was reflected in the Offer Consideration of
$6.25 per Share. The Company Board also recognized that there can be no
assurance as to the level of growth or profits, if any, to be attained by the
Company in the future.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Pursuant to the terms of an engagement letter dated October 4, 1999 (the
"Updata Engagement Letter"), the Company retained Updata as its financial
advisor in considering the Company's financial and strategic alternatives,
including the possible sale of (or other extraordinary transactions involving)
the Company and/or its subsidiaries. Mr. Burton, a director of the Company, is
also a Managing Director of Updata.
The Company agreed in the Updata Engagement Letter to pay Updata a
transaction fee, based on a formula set forth therein, which will result in a
cash payment to Updata of approximately $786,200, payable in pro rata
installments upon consummation of the Offer and the Merger. Whether or not any
transaction is consummated, the Company has agreed to reimburse Updata for
reasonable out-of-pocket expenses, including reasonable legal fees and expenses.
In the Updata Engagement Letter, the Company agreed to indemnify Updata against
certain liabilities arising out of Updata's engagement.
The Company has also retained Innovative Software Engineering Practices,
Inc. ("Instep") to assist the Company in evaluating and developing product
positioning, whole product definition and strategic alternatives, and signed an
engagement letter with Instep to such effect on October 15, 1999 (the "Instep
Engagement Letter"). Pursuant to the Instep Engagement Letter, the Company will
pay Instep a transaction fee, based on a formula set forth therein, which will
result in a cash payment to Instep of approximately $275,000. Whether or not any
transaction is consummated, the Company has agreed to reimburse Instep for
reasonable travel expenses and reasonable legal fees and expenses. In the Instep
Engagement Letter, the Company agreed to indemnify Instep against certain
liabilities arising out of Instep's engagement.
Except as disclosed herein, neither the Company nor any person acting on
its behalf has employed, retained or agreed to compensate any person to make
solicitations or recommendations to the stockholders concerning the Offer or the
Merger on its behalf.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) During the past 60 days, no transactions in Shares have been effected
by the Company or, to the best of the Company's knowledge, by any of its
executive officers, directors, affiliates or subsidiaries.
(b) To the best knowledge of the Company, all of its executive officers,
directors, affiliates and subsidiaries currently intend to tender pursuant to
the Offer all Shares held of record or beneficially owned by such persons (other
than Shares issuable upon the exercise of Options and Shares, if any, which if
tendered could cause such persons to incur liability under the provisions of
Section 16(b) of the Securities Exchange Act of 1934), subject to and consistent
with any fiduciary obligations of such persons. In a Tender and Voting Agreement
dated December 17, 1999 between Parent and the executive officers and directors
of the Company, each of the Company's executive officers and directors agreed
with Parent, among other things, to tender his Shares in the Offer and to vote
for and otherwise to support the Merger.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) Except as set forth in this Statement, the Company is not engaged in
any negotiation in response to the Offer that relates to or would result in; (i)
an extraordinary transaction, such as a merger or reorganization, involving the
Company or any subsidiary of the Company; (ii) a purchase, sale or transfer of a
material amount of assets by the Company or any subsidiary of the Company; (iii)
a tender offer for or other
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acquisition of securities by or of the Company; or (iv) any material change in
the present capitalization or dividend policy of the Company.
(b) Except as described in Item 3(b) or 4 above (the provisions of which
are hereby incorporated by reference), there are no transactions, board of
directors' resolutions, agreements in principle, or signed contracts in response
to the Offer that relate to or would result in one or more of the events
referred to in Item 7(a) above.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Not applicable.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
Exhibit (a)(1) Form of Offer to Purchase, dated as of December 23, 1999
(incorporated by reference to Exhibit (a)(1) to the Schedule
14D-1).*
Exhibit (a)(2) Form of Letter of Transmittal (incorporated by reference to
Exhibit (a)(2) to the Schedule 14D-1).*
Exhibit (a)(3) Form of Notice of Guaranteed Delivery (incorporated by
reference to Exhibit (a)(3) to the Schedule 14D-1).*
Exhibit (a)(4) Form of Letter from the Information Agent to Brokers,
Dealers, Commercial Banks, Trust Companies and Nominees
(incorporated by reference to Exhibit (a)(4) to the Schedule
14D-1).*
Exhibit (a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees (incorporated
by reference to Exhibit (a)(5) to the Schedule 14D-1).*
Exhibit (a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated by reference to
Exhibit (a)(6) to the Schedule 14D-1).*
Exhibit (a)(7) Letter to Company Stockholders, dated December 23, 1999.*
Exhibit (a)(8) Summary Advertisement, as published on December 23, 1999
(incorporated by reference to Exhibit (a)(7) to the Schedule
14D-1).
Exhibit (a)(9) Fairness Opinion of Updata Capital, Inc. dated December 16,
1999.*
Exhibit (a)(10) Joint Press Release issued by Parent and Company on December
20, 1999 (incorporated by reference to Exhibit (a)(8) to the
Schedule 14D-1).
Exhibit (c)(1) Agreement and Plan of Merger dated as of December 17, 1999
by and among Parent, Purchaser and the Company (incorporated
by reference to Exhibit (c)(1) to the Schedule 14D-1).
Exhibit (c)(2) Tender and Voting Agreement, dated as of December 17, 1999,
among Parent and certain officers and directors of the
Company named therein (incorporated by reference to Exhibit
(c)(2) to the Schedule 14D-1).
Exhibit (c)(3) Employment Agreement by and between Purchaser and James E.
McGowan dated as of December 17, 1999, with exhibits
thereto, (incorporated by reference to Exhibit (c)(3) to the
Schedule 14D-1).
Exhibit (c)(4) Employment Agreement by and between Purchaser and Frederick
C. Foley dated as of December 17, 1999, with exhibits
thereto, (incorporated by reference to Exhibit (c)(4) to the
Schedule 14D-1).
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Exhibit (c)(5) Confidential Mutual Non-Disclosure Agreement dated as of
October 15, 1999 between Parent and the Company
(incorporated by reference to Exhibit (c)(5) to the Schedule
14D-1).
Exhibit (c)(6) Stockholders Agreement, dated as of December 17, 1999 by and
among Parent, Purchaser and James E. McGowan (incorporated
by reference to Exhibit (c)(6) to the Schedule 14D-1).
Exhibit (c)(7) Stockholders Agreement dated as of December 17, 1999 by and
among Parent, Purchaser and Frederick C. Foley (incorporated
by reference to Exhibit (c)(7) to the Schedule 14D-1).
Exhibit (c)(8) Article Eighth of the Certificate of Incorporation of the
Company.
Exhibit (c)(9) Excerpts from the Company's Proxy Statement, dated April 5,
1999.
Exhibit (c)(10) Form of Stock Option Plan of Purchaser (incorporated by
reference to Exhibit (c)(8) to the Schedule 14D-1.
Exhibit (c)(11) Engagement Letter between the Company and Updata dated
October 4, 1999.
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* Included in copies mailed to the stockholders.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
EIS INTERNATIONAL, INC.
December 23, 1999
By: /s/ JAMES E. MCGOWAN
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Name: James E. McGowan
Title: President and Chief Executive
Officer
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