SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): October 28, 2002
INFINIUM SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-27030 04-2734036
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
25 COMMUNICATIONS WAY, HYANNIS, MA 02601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 778-2000
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On October 28, 2002, Infinium Software, Inc. (the "Company"),
Massachusetts corporation, issued a press release announcing that the Company
has entered into an Agreement and Plan of Merger, dated as of October 28, 2002
(the "Merger Agreement"), by and among the Company, SSA Global Technologies,
Inc. ("SSA"), a Delaware corporation and Samurai Merger Subsidiary, Inc.
("Samurai"), a Massachusetts corporation and wholly-owned subsidiary of SSA.
Pursuant to the Merger Agreement, Samurai will be merged with and into the
Company and, as a result, the Company will become a wholly-owned subsidiary of
SSA (the "Merger"). Upon the closing of the Merger, each issued and outstanding
share of common stock of the Company will be converted into the right to receive
a cash amount equal to $7.00 per share. The Company has engaged Updata Inc. to
serve as its financial advisor in connection with the Merger and Updata has
delivered a fairness opinion on the Merger to the Company's board of directors.
The closing of the Merger is subject to customary closing conditions, including
the approval of the stockholders of the Company and the receipt of certain
governmental approvals.
The Merger Agreement further provides that all outstanding options to
purchase the Company's common stock granted under the Corporation's stock option
plans will be cancelled in exchange for a cash payment equal to the excess, if
any, of $7.00 over the exercise price of each such option, multiplied by the
total number of shares of Common Stock subject to such option.
In connection with the execution of the Merger Agreement, the Company
entered into a Voting Agreement, dated as of October 28, 2002 (the "Voting
Agreement"), with SSA and Robert Pemberton (and certain of his affiliated
trusts) whereby Mr. Pemberton agreed to vote his shares of the Company's common
stock in favor of the Merger. Mr. Pemberton, who is a member of the Company's
board of directors, has voting control of approximately 17% of the outstanding
shares of the Company.
In connection with the execution of the Merger Agreement and Voting
Agreement, the Company agreed to transfer its interest in certain life insurance
policies maintained on the lives of the Company's founders, including Mr.
Pemberton, pursuant to split dollar arrangements described in the Company's
Annual Report on Form 10-K for the fiscal year ended September 30, 2001. This
interest is the right to receive, at the death of the insured under the
policies, the amount of premiums the Company paid on the policies and such
amount is carried on the Company's financial statement as a receivable. The
Company would transfer its interest at the present value of the right to receive
the receivable at the death of the insured, with such present value computed
based upon life expectancies and interest rates contained in tables published by
the Internal Revenue Service for certain valuation purposes.
In connection with the execution of the Merger Agreement, SSA has agreed
to offer to enter into a transitional services agreement with each of the
Company's senior executives having the following terms:
- the provisions of certain transitional services to the Company, SSA
or their subsidiaries or affiliates, as a consultant and at such
times as may be mutually agreed to by the senior executive and SSA;
- a noncompete and nonsolicit agreement on the part of the senior
executive for a period of one year following the closing of the
Merger (the "Noncompete Period"); and
- a transitional services payment equal to one year's base salary of
the senior executive, payable over the Noncompete Period.
In connection with the execution of the Merger Agreement, the
Company amended its Rights Agreement, dated as of February 5, 1999 (the "Rights
Agreement"), by and between the Company and Fleet National Bank, to provide,
among other things, that no person or entity would be considered to be an
"acquiring person" thereunder by reason of any transaction contemplated by the
Merger Agreement. The Company's amendment to its rights agreement, dated October
28, 2002, is attached hereto as Exhibit 4.1
The transaction was announced publicly on October 28, 2002. The
description contained in this Item 5 of the transactions contemplated by the
Merger Agreement is qualified in its entirety by reference to the full text of
the Merger Agreement and the Voting Agreement, copies of which are attached to
this Current Report on Form 8-K as Exhibits 2.1 and 2.2, respectively, and are
incorporated herein by reference.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
See Exhibit Index attached hereto.
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 hereunto duly authorized.
Date: October 29, 2002 INFINIUM SOFTWARE, INC.
By: /s/ Anne Marie Monk
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Name: Anne Marie Monk
Title: Senior Vice President
and Clerk
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
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Exhibit 2.1 Agreement and Plan of Merger, dated as of October
28, 2002, by and among the Company, SSA and Samurai.
Exhibit 2.2 Voting Agreement, dated as of October 28, 2002, by and among
SSA and Robert Pemberton (and certain of his affiliated
trusts).
Exhibit 4.1 Amendment No. 1 to Rights Agreement, dated as of October 28,
2002, by and between the Company and Fleet National Bank.
Exhibit 99.1 Press Release, issued on October 28, 2002, announcing the
proposed acquisition of the Company by SSA.