1
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 1999
Expert Software, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-25646 65-0359860
- ------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
802 Douglas Road, 6th Floor, Coral Gables, Florida 33134
(Address of principal executive offices)
Registrant's telephone number, including area code: (305) 567-9990
Not applicable
(Former name or former address, if changed since last report.)
2
ITEM 5. OTHER EVENTS
On April 19, 1999, Expert Software, Inc. ("Expert"), Activision, Inc.,
a Delaware corporation ("Activision") and Expert Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Activision ("Acquisition Sub"),
executed an Amended and Restated Agreement and Plan of Merger (the "Amended
Merger Agreement"), pursuant to which, among other things, Acquisition Sub will
be merged with and into Expert, with Expert as the surviving corporation, and
Expert will become a wholly owned subsidiary of Activision (the "Merger"). The
Amended Merger Agreement restated and amended certain terms of the Agreement and
Plan of Merger, dated as of March 3, 1999, by and among Expert, Activision, and
Acquisition Sub so as to, among the other things, (a) extend the date by which
Activision may elect to pay cash consideration to the holders of shares of
Expert common stock from March 25, 1999 to April 20, 1999 and (b) provide that
Acquisition Sub will be merged with and into Expert, with Expert continuing as
the surviving corporation and a wholly owned subsidiary of Activision. The
Amended Merger Agreement is attached hereto as EXHIBIT 2.1.
Pursuant to its rights under the Amended Merger Agreement, on April 19,
1999, Activision gave Expert notice of its election to pay all cash to the
holders of shares of Expert common stock. Accordingly, pursuant to the terms of
the Amended Merger Agreement, holders of shares of Expert common stock will
become entitled to receive cash in an amount equal to $2.65 per each share of
Expert common stock upon closing of the Merger.
As contemplated by the Amended Merger Agreement, on April 19, 1999,
Expert executed a second amendment (the "Amendment No. 2") to that certain
Shareholder Rights Agreement dated as of November 9, 1995 between Expert and
BankBoston N.A. (as successor to The First National Bank of Boston), as amended,
(the "Rights Agreement"), which Amendment No. 2 modified the Rights Agreement to
provide that such Rights Agreement would not be triggered by the execution of
the Amended Merger Agreement. Amendment No. 2 is attached hereto as EXHIBIT 4.1.
2
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description Page
- ----------- ----------- ----
2.1 Amended and Restated Agreement and Plan of 5
Merger, dated as of April 19, 1999, by and among
Expert, Activision, Inc., and Expert Acquisition Corp.,
a wholly owned subsidiary of Activision.
4.1 Amendment No. 2 to Shareholders' Rights 65
Agreement, dated as of April 19, 1999, by and between
Expert and BankBoston, N.A. (as successor to The First
National Bank of Boston) (amending the Shareholder
Rights Agreement dated as of November 9, 1995, as
amended).
99.1 Press release, dated as of April 21, 1999, announcing 68
execution of the Amended and Restated Merger
Agreement, dated as of April 19, 1999, by and among
Expert, Activision, Inc., and Expert Acquisition Corp.,
a wholly owned subsidiary of Activision.
3
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned thereunto duly authorized.
EXPERT SOFTWARE, INC.
Dated: April 29, 1999 By: /s/ Kenneth P. Currier
-------------------------------
Kenneth P. Currier
Chief Executive Officer