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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 16, 1999
(Date of earliest event reported): September 1, 1999
MELITA INTERNATIONAL CORPORATION
(Exact name of Company specified in its charter)
GEORGIA 0-22317 58-1378534
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation or organization)
5051 PEACHTREE CORNERS CIRCLE, NORCROSS, GEORGIA 30092
(Address of principal executive offices) (Zip Code)
(770) 239-4000
(Company's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On September 1, 1999, Melita International Corporation, a Georgia
corporation ("Melita"), completed the acquisition of eShare Technologies, Inc.,
a Delaware corporation ("eShare"), through the merger (the "Merger") of MICA
Corporation I, a Delaware corporation and subsidiary of Melita ("MICA") with and
into eShare, pursuant to the terms of an Agreement and Plan Merger, dated June
14, 1999, by and among Melita, MICA and eShare, as amended by Amendment No. 1 to
Agreement and Plan Merger, dated September 1, 1999, by and among Melita, MICA
and eShare (the "Merger Agreement"). In the Merger, each outstanding share of
eShare capital stock is being converted into 0.461654905 shares (the "Conversion
Ratio") of Melita common stock, no par value per share ("Melita Common Stock").
Outstanding eShare options and warrants are being exchanged for Melita options
and warrants in accordance with the Conversion Ratio. eShare survived the Merger
as a wholly owned subsidiary of Melita.
Pursuant to the Merger, 10,844,891 shares of eShare capital stock
outstanding on the closing date were converted into the right to receive an
aggregate of approximately 5,006,597 shares of Melita Common Stock. eShare
options and warrants to purchase 2,260,136 shares of eShare common stock were
converted into Melita options and warrants to purchase an aggregate of
approximately 1,043,403 shares of Melita Common Stock. The total consideration
in the Merger was determined through arms' length negotiations between
representatives of Melita and eShare. Neither Melita nor any of its affiliates
had, nor to the knowledge of Melita, did any director or officer or any
associate of any such director or officer of Melita have, any material
relationship with eShare prior to the Merger.
In connection with the Merger, which was accounted for under the
pooling-of-interests method of accounting, Melita expects to record a charge in
the third quarter of 1999 for merger-related expenses and certain associated
costs and charges in an amount of $3.5 to $4.5 million. A complete description
of the transaction is contained in the Merger Agreement filed as Exhibits 2.1
and 2.2 to this report. Melita issued the press release filed as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(a) The following financial statements of eShare, together with the
independent auditors' reports thereon, are incorporated herein by reference to
Melita's Proxy Statement dated August 4, 1999 (File No. 0-22317), under the
caption "Financial Statements - Financial Statements of eShare Technologies,
Inc. at December 31, 1997 and 1998 and at March 31, 1999 (Unaudited)":
(i) consolidated balance sheets as of December 31, 1998
and 1997 and March 31, 1999 (unaudited);
(ii) consolidated statements of operations for the years
ended December 31, 1998 and 1997 and March 31, 1999
(unaudited);
(iii) consolidated statements of stockholders' equity for
the years ended December 31, 1998 and 1997 and March
31, 1999 (unaudited);
(iv) consolidated statements of cash flows for the years
ended December 31, 1998 and 1997 and March 31, 1999
(unaudited); and
(v) notes to consolidated financial statements.
(b) Pro Forma Financial Information
The required pro forma financial information relating to the business
acquired is hereby incorporated by reference to Melita's Proxy Statement dated
August 4, 1999 (File No. 0-22317), under the caption "Financial Statements--
Unaudited Pro Forma Combined Condensed Financial Statements."
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(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of June 14, 1999, by and among
Melita International Corporation, MICA Corporation I, and eShare
Technologies, Inc.
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of September
1, 1999, by and among Melita International Corporation, MICA
Corporation I, and eShare Technologies, Inc.
2.3 Delaware Certificate of Merger dated September 1, 1999.
99.1 Text of Press Release of Melita International Corporation, dated
September 1, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MELITA INTERNATIONAL CORPORATION
By: /s/ Dan K. Lowring
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Dan K. Lowring
Vice President, Administration, Chief
Financial Officer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
Date: September 16, 1999
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EXHIBIT INDEX
Exhibit No. Exhibit
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2.1 Agreement and Plan of Merger, dated as of June 14, 1999, by and
among Melita International Corporation, MICA Corporation I, and
eShare Technologies, Inc.
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of
September 1, 1999, by and among Melita International Corporation,
MICA Corporation I, and eShare Technologies, Inc.
2.3 Delaware Certificate of Merger dated September 1, 1999.
99.1 Text of Press Release of Melita International Corporation, dated
September 1, 1999.