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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 1, 1997
ENlighten Software Solutions, Inc.
(Exact name of registrant as specified in charter)
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California 0-23446 94-3008888
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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999 Baker Way, Suite 500, San Mateo, California 94404-1578
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (650) 578-0700
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
ENlighten Software Solutions, Inc. (the "Company") completed the sale of
the Company's Tandem systems management software product line to New Dimension
Software, Inc., a wholly-owned subsidiary of New Dimension Software, Ltd.
("NDS") (the "Transaction") on October 1, 1997.
Under the terms of the Transaction, the Company received an initial cash
payment of approximately $2.3 million. In addition, the Company will receive of
cash royalty payments over the next three years based on the product revenues
recognized by NDS of between two and ten percent, based on the type of revenue,
and up to an additional $600,000 in cash payments upon satisfaction of certain
performance objectives. The Company expects to recognize a one-time pretax gain
ranging between $2.3 to $2.8 million in the fourth quarter of 1997. The Company
has also agreed not to compete with products that are competitive with the
Tandem systems management software product line for a period of five years and
not to solicit employees of NDS for a period of three years..
The amount of consideration was determined through arms-length
negotiation. There were no material relationships between the Company and NDS
prior to the Transaction. In exchange for $100,000 payable in six equal monthly
installments, Mr. Peter McDonald, the founder and a current director of the
Company, has agreed to assist NDS in establishing business relations with
Tandem-related customers and partners and to provide other currently unspecified
consulting services to NDS through April 1, 1998.
ITEM 7. FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. The Company intends to file with
the Securities and Exchange Commission all required pro forma
financial information within 60 days of the date of this report.
(c) Exhibits.
Exhibit No. Description
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10.27(1) Agreement dated as of September 22, 1997 by and among
ENlighten Software Solutions, Inc., Peter J. McDonald and
New Dimension Software, Inc..
99.1 Press Release dated September 23, 1997 announcing definitive
agreement.
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(1) Confidential treatment has been requested for portions of this exhibit.
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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.
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
Date: October 15, 1997 By: /s/ Michael A. Morgan
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Michael A. Morgan
Vice President, Finance and
Administration, Chief Financial Officer
and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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10.27(1) Agreement dated as of September 22, 1997 by and among
Software Solutions, Inc., Peter J. McDonald
and New Dimension Software, Inc..
99.1 Press Release dated September 23, 1997 announcing
definitive agreement.
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(1) Confidential treatment has been requested for portions of this exhibit.
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