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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 (Date of earliest event reported): OCTOBER 31, 1996
APPLIX, INC.
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(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 0-25040 04-2781676
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
112 TURNPIKE ROAD, WESTBORO, MASSACHUSETTS 01581-2831
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 870-0300
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Item 2. Acquisition or Disposition of Assets.
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On October 31, 1996, Applix, Inc. (the "Registrant") acquired (the
"Acquisition") all of the issued capital stock of Sinper Corporation, a Florida
corporation ("Sinper"), by means of a merger of Sinper with and into Applix
Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of the
Registrant (the "Transitory Subsidiary"). The Acquisition took place pursuant to
an Agreement and Plan of Merger, dated as of October 17, 1996 (the "Merger
Agreement"), among the Registrant, the Transitory Subsidiary and Sinper. Under
the terms of the Merger Agreement, the stockholders of Sinper received an
aggregate of $4,885,000 in cash and an aggregate of 152,439 shares of the
Registrant's Common Stock in exchange for all of the outstanding shares of
Sinper common stock. The cash portion of the consideration was paid out of the
Registrant's cash reserves. The consideration for the capital stock was
determined by arm's length negotiation between the parties as to the fair market
value of Sinper as a going concern. Under the terms of the Merger Agreement,
$650,000 of the cash consideration and 15,244 shares of Common Stock were
deposited in escrow to secure certain indemnification obligations of the Sinper
stockholders.
Sinper is located in Warren, New Jersey, and is in the business of
developing, marketing and selling software used for real time on-line analytical
processing.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired. Not filed herewith; to be
filed by amendment. Pursuant to Item 7(a)(4) of Form 8-K, the Registrant hereby
indicates that the filing of such financial statements at this time is
impracticable and undertakes to file a Form 8-K/A to this Report including such
information as soon as it is available, and in any event on or before January
14, 1997.
(b) Pro Forma Financial Information. Not filed herewith; to be filed by
amendment. Pursuant to Items 7(a)(4) and 7(b)(2) of Form 8-K, the Registrant
hereby indicates that the filing of such financial information at this time is
impracticable and undertakes to file a Form 8-K/A to this Report including such
information as soon as it is available, and in any event on or before January
14, 1997.
(c) Exhibits. See Exhibit Index.
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SIGNATURES
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.
APPLIX, INC.
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(Registrant)
/s/ Patrick J. Scannell, Jr.
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Patrick J. Scannell, Jr.
Vice President, Finance & Administration,
Chief Financial Officer and Treasurer
November 15, 1996
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Date
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Exhibit Index
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No. Description
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2 Agreement and Plan of Merger dated as of October 17, 1996 by and among
the Registrant, Applix Acquisition Corp. and Sinper Corporation. For a
list of omitted Exhibits and Schedules, see page (iii) of the Table of
Contents to the Agreement and Plan of Merger. The Registrant will
furnish a copy of any omitted exhibit or schedule to the Securities and
Exchange Commission upon request.
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