1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported): February 15, 2001
FIREPOND, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-90911 41-1462409
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
890 Winter Street, Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 487-8400
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 15, 2001, Firepond, Inc., a Delaware corporation, completed
its acquisition of Brightware, Inc., a Delaware corporation, by means of a
merger of Brightware with and into Butane Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Firepond, pursuant to an Agreement
and Plan of Merger dated as of January 30, 2001. The Merger was effected by the
filing of a Certificate of Merger with the Secretary of State of Delaware on
February 15, 2001. Brightware's products provide automated, self-service
assistance to customers through the Internet.
Upon the effective time of the Merger on February 15, 2001, Firepond
issued an aggregate of 2,825,305 shares of Firepond common stock, par value
$0.01 per share, and $6,500,000 in cash in exchange for all of the outstanding
capital stock of Brightware. Pursuant to the terms of the Merger Agreement, at
the effective time of the Merger, each outstanding share of Brightware Series F
Preferred Stock converted into the right to receive approximately 1.5337 shares
of Firepond Common Stock and $3.5286 in cash. Each outstanding share of
Brightware Common Stock, Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock
was cancelled.
Each holder of Brightware capital stock who is otherwise entitled to a
fraction of a share of Firepond Common Stock will receive cash in lieu thereof,
equal to a fraction multiplied by $4.8188. In accordance with the terms of the
Merger Agreement and an escrow agreement, 2,399,984 shares of Firepond Common
Stock and $5,950,075.10 in cash have been placed in an escrow account to secure
certain indemnification obligations of Brightware under the Merger Agreement.
The Firepond Common Stock issued in connection with the Merger was
issued in reliance on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933 as amended. Firepond used available cash to pay
for the cash portion of the merger consideration.
The purchase price and terms for the transaction were determined in
arms-length negotiations. The acquisition of Brightware is intended to qualify a
tax-free reorganization under Section 368 of the Internal Revenue Code of 1986,
as amended. Firepond will account for the transaction under the purchase method
of accounting.
The terms of the Merger are more fully described in the Merger
Agreement and the Registration Rights Agreement, which are each filed as Exhibit
2.1 and 10.1, respectively, and incorporated herein by reference.
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
The Registrant will provide the financial statements required by
paragraph (a) of Item 7 of Form 8-K on or before May 1, 2001.
(b) Pro Forma Financial Information.
The Registrant will provide the pro forma financial information
required by paragraph (b) of Item 7 of Form 8-K on or before May 1, 2001.
(c) Exhibits.
2.1* Agreement and Plan of Merger, dated as of January 30, 2001, by
and among Firepond, Inc, Butane Acquisition Corp, Brightware,
Inc. and certain stockholders of Brightwarwe, Inc. (excluding
the exhibits and schedules thereto).
10.1 Registration Rights Agreement, dated as of January 30, 2001,
by and among Firepond, Inc. and certain stockholders of
Brightware, Inc.
99.1 Press Release dated February 16, 2001.
* The Registrant agrees to furnish supplementally a copy of the
above-described exhibits and schedules to the Commission upon request.
4
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.
FIREPOND, INC.
/s/ Paul K. McDermott
-------------------------------
Date: March 2, 2001 Name: Paul K. McDermott
Title: Chief Financial Officer
5
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1* Agreement and Plan of Merger, dated as of January 30, 2001, by and among Firepond, Inc,
Butane Acquisition Corp, Brightware, Inc. and certain stockholders of Brightwarwe, Inc.
(excluding the exhibits and schedules thereto).
10.1 Registration Rights Agreement, dated as of January 30, 2001, by and among Firepond, Inc.
and certain stockholders of Brightware, Inc.
99.1 Press Release dated February 16, 2001.
* The Registrant agrees to furnish supplementally a copy of the
above-described schedules to the Commission upon request.