1
UNITED STATES
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: September 30, 1998
------------------
NEW ERA OF NETWORKS, INC.
-------------------------
(Exact name of registrant as specified in its charter)
State of Delaware
-----------------
(State or other jurisdiction of incorporation)
000-22043 84-1234845
--------- ----------
(Commission File Number) I.R.S. Employer Identification No.
7400 East Orchard Rd., Suite 230, Englewood, CO 80111
- ----------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 694-3933
(Former name or former address, if changed since last report): N/A
------------------
2
ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
Effective September 1, 1998, New Era of Networks, Inc., a Delaware
corporation (the "Company"), acquired all the outstanding capital stock of
Century Analysis Inc., a California corporation ("CAI") by means of a Share
Acquisition Agreement (the "Agreement") by and among CAI, the shareholders of
CAI, and the Company. The total purchase price was $23.0 million cash and
440,031 shares of the Company's common stock. An additional 195,569 shares of
the Company's common stock are issuable contingent on meeting certain
performance criteria. The description contained in this Item 2 of the
transactions contemplated by 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.
Of the 440,031 shares of the Company's common stock used as
consideration in the acquisition, 119,786 shares were placed into escrow, to be
held as security for any losses incurred by the Company in the event of certain
breaches of the representations and warranties covered in the Agreement.
Pursuant to the Agreement, the Company also agreed to assume all options
outstanding under CAI's option plan. The Company used existing cash and cash
equivalent balances to fund the cash portion of the purchase price.
The consideration paid by the Company for the outstanding capital stock
of CAI was determined pursuant to arms' length negotiations and took into
account various factors concerning the valuation of the business of CAI,
including valuations of comparable companies and the business operating results
of CAI.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) The Financial Statements of the business acquired.
(4) The Financial Statements required by this item will be filed
by amendment not later than 60 days after the date of this
initial report on Form 8-K.
(b) Pro forma financial information.
(2) The pro forma financial statements required by this item
will be filed by amendment not later than 60 days after the
date of this initial report on Form 8-K.
(c) Exhibits.
2.1 Share Acquisition Agreement dated September 30, 1998.
2
3
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.
/s/ STEPHEN E. WEBB
October 14, 1998 ------------------------------------
Stephen E. Webb, Senior Vice
President and Chief Financial Officer
3
4
Index to Exhibits
-----------------
Sequentially
Exhibit Numbered
Number Description of Documents Page
- --------------------------------------------------------------------------------------------------------------
2.1 Share Acquisition Agreement dated September 30, 1998.
4