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
May 3, 2002
Date of Report (Date of earliest event reported)
SOFTWARE SPECTRUM, INC.
(Exact name of Registrant as specified in its charter)
Texas 000-19349 75-1878002
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification Number)
2140 Merritt Drive
Garland, Texas 75041
(Address of principal executive offices -- zip code)
Registrant's telephone number, including area code: (972) 840-6600
(Former name or former address, if changed since last report): N/A
Item 1. Changes in Control of Registrant.
On May 1, 2002 Software Spectrum, Inc. (the "Company"), Level 3 Communications,
Inc. ("Level 3") and Eldorado Acquisition Three, Inc., a Delaware corporation
and an indirect wholly owned subsidiary of Level 3 ("Merger Sub"), entered into
an Agreement and Plan of Merger (the "Merger Agreement"), providing for the
merger of Merger Sub with and into the Company (the "Merger"), with the Company
continuing as the surviving corporation and becoming an indirect wholly-owned
subsidiary of Level 3. The aggregate purchase price payable pursuant to the
Merger is approximately $122 million, after taking into account the net amounts
payable upon cancellation of outstanding stock options and the Company's current
cash position. The Merger Agreement and the press release issued by the Company
in connection therewith are attached hereto as Exhibits 2.1 and 99.1,
respectively, and are incorporated herein by reference.
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each share of Common Stock of the Company issued and
outstanding immediately before the Effective Time (other than shares held by the
Company, Level 3, or their respective subsidiaries) will be automatically
cancelled and extinguished and converted into the right to receive $37.00 per
share (the "Per Share Price"). Pursuant to the Merger Agreement, prior to the
Effective Time each outstanding option to purchase Common Stock of the Company
shall be cancelled, and each holder of an option, whether vested or unvested,
shall be entitled to receive an amount in cash equal to the excess of (i) the
Per Share Amount over (ii) the per share exercise price of the option as in
effect immediately prior to the Effective Time.
The Merger is subject to, among other things, the approval of at least
two-thirds of the Company's shareholders and the receipt of certain regulatory
approvals. Certain shareholders of the Company, representing approximately 28
percent of the outstanding shares, including Judy C. Odom, Chief Executive
Officer of the Company, have entered into a voting agreement (the "Voting
Agreement") pursuant to which they have agreed to vote their shares in favor of
the Merger. The Voting Agreement is attached as Exhibit 2.2 hereto and is
incorporated herein by reference. The Merger is expected to close in the third
quarter of 2002.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits.
The following documents are filed or incorporated by reference as
exhibits to this Report:
2.1 Agreement and Plan of Merger, dated May 1, 2002, by and among
Level 3 Communications, Inc., Eldorado Acquisition Three,
Inc., and the Company.
2.2 Voting Agreement, dated as of May 1, 2002, by and among Level
3 Communications, Inc., Eldorado Acquisition Three, Inc., the
Company, Private Capital Management, L.P., and Judy C. Odom.
99.1 Press Release, dated May 2, 2002, relating to the Agreement
and Plan of Merger.
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.
SOFTWARE SPECTRUM, INC.
Dated: May 3, 2002 By: /s/ James W. Brown
--------------------------------------
James W. Brown
Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger, dated May 1, 2002, by and among
Level 3 Communications, Inc., Eldorado Acquisition Three,
Inc., and the Company.
2.2 Voting Agreement, dated as of May 1, 2002, by and among Level
3 Communications, Inc., Eldorado Acquisition Three, Inc., the
Company, Private Capital Management, L.P., and Judy C. Odom.
99.1 Press Release, dated May 2, 2002, relating to the Agreement
and Plan of Merger.
</Table>