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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: MARCH 24, 2000
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NEW ERA OF NETWORKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
STATE OF DELAWARE 000-22043 84-1234845
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
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6550 GREENWOOD PLAZA BLVD., ENGLEWOOD, CO 80111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
(303) 694-3933
(TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
Effective March 24, 2000, New Era of Networks, Inc., a Delaware
corporation (the "Registrant"), acquired PaperFree Systems, Inc., a Delaware
corporation ("PaperFree") pursuant to an Agreement and Plan of Reorganization
(the "Agreement") by and among PaperFree, the Registrant and NEON Acquisition
One Corporation ("Merger Sub"), a Delaware corporation and a wholly-owned
subsidiary of the Registrant. Pursuant to the Agreement, PaperFree was merged
with and into Merger Sub (the "Merger") and the PaperFree stockholders received
a total of 283,881 shares of the Registrant's common stock and approximately
$20,000,000 in exchange for their PaperFree capital stock. The description
contained in this Item 2 of the Merger and the Agreement is qualified in its
entirety by reference to the full text of the Agreement, a copy of which is
attached hereto as Exhibit 2.1.
Of the 283,881 shares of the Registrant's common stock issued in
the Merger, 63,876 shares were placed into escrow, to be held as security for
losses incurred by the Registrant in the event of certain breaches of the
representations and warranties covered in the Agreement or certain other events.
The consideration paid by the Registrant was determined pursuant
to arms' length negotiations and took into account various factors concerning
the valuation of the business of PaperFree, including valuations of comparable
companies and the business and operating results of PaperFree.
The shares of Registrant's common stock issued pursuant to the
Merger were not registered under the Securities Act of 1933, as amended (the
"Securities Act") in reliance upon the exemption provided by Section 4(2) under
the Securities Act.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated March 21,
2000.
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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.
NEW ERA OF NETWORKS, INC.
April 7, 2000 /s/ Stephen E. Webb
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Stephen E. Webb, Senior Vice President
and Chief Financial Officer
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Index to Exhibits
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENTS PAGE
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2.1 Agreement and Plan of Reorganization dated March 21, 2000.