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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): November 29, 1994
IMRS Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-19538 06-1326879
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File number) Identification No.)
777 Long Ridge Road
Stamford, Connecticut 06902
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (203) 321-3500
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ITEM 5. OTHER EVENTS
On November 29, 1994, IP Merger, Inc. ("IP Merger"), a wholly-owned
subsidiary of IMRS Inc. (the "Company"), merged (the "Merger") with and into
Pillar Corporation ("Pillar") pursuant to the Agreement and Plan of
Reorganization dated as of November 7, 1994 among IP Merger, the Company,
Pillar and American Stock Transfer & Trust Company (as escrow agent) (the
"Reorganization Agreement"). As a result of the Merger, Pillar has become a
wholly-owned subsidiary of the Company. The terms of the Merger and the
exchange of Pillar securities for the aforementioned IMRS securities are more
fully described in the Agreement and Plan of Merger dated November 29, 1994
among the Company, IP Merger and Pillar and the Reorganization Agreement. The
terms of this transaction were the result of arm's length negotiations between
representatives of Pillar and the Company.
Pursuant to the Merger, all of the outstanding shares of Pillar capital
stock as of November 29, 1994, the closing date of the Merger, were converted
into the right to receive an aggregate of approximately 511,440 shares of
common stock, $.01 par value, of the Company (the "Common Stock"), subject to
the following escrow arrangements. 51,144 shares of Common Stock which the
shareholders of Pillar would otherwise be entitled to receive upon exchange of
their shares of Pillar capital stock for Common Stock (the "Exchange Time") are
held in escrow to indemnify the Company and IP Merger against damages resulting
from certain breaches by Pillar of the Reorganization Agreement and/or certain
documents delivered under the Reorganization Agreement. This escrow arrangement
terminates upon the publication of the Company's audited financial results for
the fiscal year ending June 30, 1995.
Furthermore, an additional 40,883 shares of Common Stock (the "Special
Shares") which the shareholders of Pillar would otherwise be entitled to
receive at the Exchange Time are held in escrow pending determination as to
whether certain net operating losses of Pillar are available to Pillar for
post-merger periods. It is anticipated that this determination shall be made
on or before December 31, 1994, and that all of the Special Shares will be
released from this escrow (either to the former shareholders of Pillar or to
the Company) shortly thereafter.
All of the options and warrants to purchase capital stock of Pillar
which were in existence immediately prior to the effectiveness of the Merger
(and were not to terminate upon the Merger) were assumed by the Company on
substantially their pre-merger terms and conditions, subject to equitable
adjustment regarding the number of shares of Common Stock which could be
obtained and the exercise price therefor. Such options and warrants constitute,
in aggregate, rights to purchase a maximum of approximately 73,594 shares of
Common Stock.
For accounting and financial reporting purposes, the merger will be
treated as a pooling of interests. Pillar has become an operating subsidiary of
IMRS and current employees are expected to remain at the California facility.
Pillar's corporate budgeting products, FYPlan and FYControl, will be marketed
separately and as complementary products to IMRS' financial management software
products.
A copy of the Reorganization Agreement is filed as Exhibit 5.1 to this
report and is incorporated herein by reference. A copy of the Merger
Agreement is filed as Exhibit 5.2 to this report and is incorporated herein by
reference.
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ITEM 7. EXHIBITS
(c) Exhibits
The Exhibits that are filed with this report are listed in the Exhibit
Index which appears on page five hereof.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IMRS INC.
/s/ James A. Perakis
December 12, 1994 By:_________________________
James A. Perakis
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
No. Description
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5.1 Agreement and Plan of Reorganization
dated as of November 7, 1994 by and
among IMRS Inc., IP Merger, Inc.,
Pillar Corporation and American Stock
Transfer & Trust Company, as escrow
agent.
5.2 Agreement and Plan of Merger dated
as of November 29, 1994 among IMRS Inc.,
IP Merger, Inc. and Pillar Corporation.