SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 18, 1999
ACTUATE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-24607 94-3193197
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
999 Baker Way, Suite 270 San Mateo, California 94404
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (650) 425-2300
Item 2. Acquisition or Disposition of Assets
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Actuate Corporation ("Actuate"), a Delaware corporation, acquired
Actuate Holdings, B.V. ("Actuate BV"), a Netherlands corporation, in exchange
for cash (the "Exchange"). The Exchange was accomplished pursuant to the terms
of a Stock Purchase Agreement (attached as Exhibit 2.1 hereto), dated June 4,
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1999 (the "Stock Purchase Agreement"), by and among Actuate, Actuate BV and all
the stockholders of Actuate BV (collectively, the "Stockholders") and was
consummated after trading closed on June 18, 1999. The terms of the Stock
Purchase Agreement reflected the arm's-length negotiations among the parties.
Pursuant to the terms of the Stock Purchase Agreement, all shares of
issued and outstanding par value stock of Actuate BV were exchanged for an
aggregate of $5,163,885. Under the terms of the Stock Purchase Agreement,
approximately ten percent (10%) of the cash consideration to be received by the
Stockholders were placed in an escrow account with Greater Bay Trust Company as
security for the agreement of the Stockholders to indemnify Actuate for certain
contingencies including the repayment of loans to certain Stockholders.
Item 7. Financial Statements and Exhibits.
(a) The Registrant is required to file the financial statements of
Actuate Holding B.V. Such financial statements will be filed by amendment not
later than 60 days after the date this report on Form 8-K must be filed.
(b) The Registrant is required to file pro forma financial
information in connection with the acquisition. Such pro forma financial
information will be filed by amendment not later than 60 days after the date
this report on Form 8-K must be filed.
(c) Exhibits:
Exhibit Description
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2.1 Form of Stock Purchase Agreement dated June 4, 1999,
among Actuate Corporation, Actuate Holding B.V. and
the stockholders of Actuate Holding B.V.
SIGNATURES
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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.
Actuate Corporation
Date: June 29, 1999 /s/ William P. Garvey
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William P. Garvey
General Counsel