UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): AUGUST 15, 2003
EXE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-30389 75-1719817
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8787 STEMMONS FREEWAY
DALLAS, TEXAS 75247
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 775-6000
NO CHANGE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On August 15, 2003, EXE Technologies, Inc., a Delaware corporation
("EXE"), SSA Global Technologies, Inc., a Delaware corporation ("SSA"), and Rush
Merger Subsidiary, Inc., a Delaware corporation ("Merger Sub"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") under which SSA would
acquire 100 percent of the EXE common stock for $7.10 per share in cash.
The acquisition is subject to approval by the holders of a majority of
EXE's outstanding shares of common stock and other customary closing conditions.
Upon closing, Merger Sub shall be merged with and into EXE, with EXE surviving
as a wholly-owned subsidiary of SSA. Ray Hood, the Chairman of the Board of EXE
and the holder of approximately 5.9 percent of EXE's outstanding shares of
common stock, has agreed to vote in favor of the merger.
The foregoing description of the merger, the Merger Agreement and
related transactions is qualified in its entirety by reference to the Merger
Agreement, the Voting Agreement with Ray Hood, the Voting Agreement with Hood
Partnership, Ltd., a Texas limited partnership, and the press release dated
August 18, 2003 issued by EXE, attached as Exhibits 2.1, 99.1, 99.2 and 99.3,
respectively, and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibits are filed with this report on Form 8-K:
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Agreement and Plan of Merger, dated as of August 15, 2003, by
and among SSA Global Technologies, Inc., Rush Merger
Subsidiary, Inc. and EXE Technologies, Inc.
99.1 Voting Agreement, dated August 15, 2003, by and among SSA
Global Technologies, Inc., Rush Merger Subsidiary, Inc., Ray
Hood and EXE Technologies, Inc.
99.2 Voting Agreement, dated August 15, 2003, by and among SSA
Global Technologies, Inc., Rush Merger Subsidiary, Inc., Hood
Partnership, Ltd. and EXE Technologies, Inc.
99.3 Press Release, dated August 18, 2003
</Table>
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* Pursuant to Item 601(b)(2) of Regulation S-K, the following schedules
to Exhibit 2.1 have been omitted from this Report and will be provided
to the Commission upon request:
Exhibit A - Voting Agreement
Exhibit B - Amended and Restated Certificate of Incorporation of EXE
Technologies, Inc.
Exhibit C - Bill of Sale and Assignment Agreement
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.
EXE TECHNOLOGIES, INC.
a Delaware corporation
Date: August 18, 2003 By: /s/ Kenneth R. Vines
-----------------------
Kenneth R. Vines
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Agreement and Plan of Merger, dated as of August 15, 2003, by
and among SSA Global Technologies, Inc., Rush Merger
Subsidiary, Inc. and EXE Technologies, Inc.
99.1 Voting Agreement, dated August 15, 2003, by and among SSA
Global Technologies, Inc., Rush Merger Subsidiary, Inc., Ray
Hood and EXE Technologies, Inc.
99.2 Voting Agreement, dated August 15, 2003, by and among SSA
Global Technologies, Inc., Rush Merger Subsidiary, Inc., Hood
Partnership, Ltd. and EXE Technologies, Inc.
99.3 Press Release, dated August 18, 2003
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* Pursuant to Item 601(b)(2) of Regulation S-K, the following schedules
to Exhibit 2.1 have been omitted from this Report and will be provided
to the Commission upon request:
Exhibit A - Voting Agreement
Exhibit B - Amended and Restated Certificate of Incorporation of EXE
Technologies, Inc.
Exhibit C - Bill of Sale and Assignment Agreement