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
March 4, 2000
(Date of earliest event reported)
Phone.com, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-25687 94-3219054
(State of (Commission File No.) (IRS Employer
incorporation or Identification No.)
organization)
800 Chesapeake Drive
Redwood City, CA
(Address of principal executive offices)
94063
(zip code)
(650) 562-0200
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On March 4, 2000, the Registrant, Phone.com, Inc. ("Phone.com"),
consummated its acquisition of Paragon Software (Holdings) Limited, a private
limited company incorporated in England and Wales ("Paragon"). The transaction
was closed pursuant to the Sale and Purchase Agreement (the "Acquisition
Agreement") dated February 8, 2000, by and among Phone.com, Paragon, Colin
Calder, The Stanley Trustee Company Limited, 3i Group plc, Kennet I L.P., Access
Technology Partners L.P., Access Technology Partners Brokers Fund L.P.,
Hambrecht & Quist, Hambrecht & Quist Employee Venture Fund L.P.II, H&Q Paragon
Software Investors L.P., 3 Com Ventures Inc. and Hikari Tsushin Inc (the
"Vendors"). The acquisition will be accounted for under the purchase method of
accounting. A copy of the Acquisition Agreement is filed herewith as Exhibit 2.1
and incorporated by reference herein. The description of the Acquisition
Agreement set forth herein does not purport to be complete and is qualified in
its entirety by the provisions of the Acquisition Agreement.
As a result of the transaction, Paragon became a wholly owned subsidiary of
Phone.com. The consideration paid for all of the outstanding common and
preferred stock of Paragon and all rights to acquire common or preferred stock
in Paragon as of the date of consummation consisted of the issuance of
approximately 3,448,688 shares of Phone.com common stock (including 397,672
shares to be issued in connection with employee options) valued at approximately
$415 million together with a cash payment of $3 million and two additional
deferred installments of $17 million in the aggregate to Colin Calder, payable
in approximately 142,950 common shares at his election or in cash with the
consent of Phone.com, a cash payment of $4.5 million to be allocated among
certain employees of Paragon, and a cash payment of approximately $4.9 million
relating to Vendors' expenses (the "Acquisition Consideration"). The cash
portion of the Acquisition Consideration was funded from working capital. The
portion of the Acquisition Consideration allocated to the shareholders of
Paragon was paid to the shareholders of Paragon pursuant to the provisions of
the Acquisition Agreement, however, a portion of the shares issued to Colin
Calder and The Stanley Trustee Company Limited, representing 10% of the stock
portion of the Acquisition Consideration, were placed in escrow to secure
certain indemnification obligations under the Acquisition Agreement. In
connection with the transaction, the Vendors were granted certain registration
rights pursuant to a Registration Rights Agreement dated March 4, 2000.
Paragon's assets consist of intellectual property, cash, receivables,
property and equipment, and other tangible and intangible assets which are used
in the business of providing personalization and synchronization platforms for
mobile and internet devices. Phone.com intends to continue such use of the
assets.
Item 7. Exhibits.
The financial statements and pro forma financial information required by
this Item will be filed by amendment approximately 45 days from the date of
filing of this current report on Form 8-K.
2.1 Sale and Purchase Agreement dated February 8, 2000, by and among
Phone.com, Paragon Software (Holdings) Limited and the several vendors
named therein.*
99.1 Press Release of the Registrant, dated February 8, 2000.
99.2 Press Release of the Registrant, dated March 8, 2000.
_____________
* The disclosure letter, referenced in the Agreement, certain schedules and
the exhibits are omitted pursuant to Rule 601(b)(2) of Regulation S-K.
Phone.com agrees to furnish such documents supplementally to the Securities
and Exchange Commission upon request.
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SIGNATURE
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, thereto duly authorized.
PHONE.COM, INC.
By: /s/ Alan Black
__________________________
Name: Alan Black
Title: Vice President of Finance and
Administration, Chief
Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)
Date: March 16, 2000
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EXHIBIT INDEX
Exhibit Description
2.1 Sale and Purchase Agreement dated February 8, 2000, by and among
Phone.com, Paragon Software (Holdings) Limited and the several vendors
named therein.*
99.1 Press Release of the Registrant, dated February 8, 2000.
99.2 Press Release of the Registrant, dated March 8, 2000.
______________
* The disclosure letter, referenced in the Agreement, certain schedules and
the exhibits are omitted pursuant to Rule 601(b)(2) of Regulation S-K.
Phone.com agrees to furnish such documents supplementally to the Securities
and Exchange Commission upon request.
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