FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR JULY 5, 2002
DELANO TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
ONTARIO, CANADA 333-94505 98-0206122
(State or other jurisdiction of (commission File (I.R.S. employer identification no.)
incorporation or organization) Number)
302 TOWN CENTRE BOULEVARD L3R 0E8
MARKHAM, ONTARIO, CANADA (Zip code)
(Address of principal executive offices)
(905) 947-2222
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [x] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [x]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
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On March 12, 2002, Delano Technology Corporation, an Ontario
corporation ("Delano" or the "Company"), entered into a definitive agreement
(the "Combination Agreement") between Delano and divine, inc., a Delaware
corporation ("divine"), pursuant to which Delano agreed to be acquired by
divine. Subject to the terms and conditions of the Combination Agreement, divine
will acquire all of the outstanding shares of Delano, and Delano will survive
the combination as a wholly owned subsidiary of divine.
The transaction is structured as a plan of arrangement under Canadian
law, and is subject to customary closing conditions, regulatory and court
approvals, as well as approval by Delano's shareholders.
Pursuant to the Combination Agreement, Delano has completed the Notice
of Special Meeting of Shareholders and Management Information Circular (the
"Company Circular"), which is filed as Exhibit 99.1 hereto and incorporated by
reference. The Company Circular has been sent to Delano Shareholders.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned authorized officer.
DELANO TECHNOLOGY CORPORATION
Toronto, Ontario
Date: July 5, 2002 By: /s/ DAVID LEWIS
------------------
David Lewis
Vice President, Legal and
General Counsel
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Combination Agreement, dated as of March 12, 2002, by and between divine, inc. and Delano
Technology Corporation (incorporated by reference to Exhibit 2.1 to the March 12, 2002 Form
8-K).
2.2 Amendment, dated May 30, 2002, to Combination Agreement, dated March 12, 2002, by and among
divine, inc. and Delano Technology Corporation (incorporated by reference to Exhibit 2.1 to
the May 31, 2002 Form 8-K).
99.1 Notice of Special Meeting of Shareholders and Management Informational Circular, dated June
14, 2001.
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