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
JUNE 11, 2003
Date of Report
(Date of earliest event reported)
PERSISTENCE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-25857 94-3138935
(Commission File Number) (I.R.S. Employer Identification No.)
1720 SOUTH AMPHLETT BLVD., THIRD FLOOR
SAN MATEO, CALIFORNIA 94402
(Address of principal executive offices, with zip code)
(650) 372-3600
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On June 5, 2002, the stockholders of Persistence Software, Inc. (the "Company")
approved an amendment to the Company's Certificate of Incorporation effecting a
1-for-10 reverse split of the Company's common stock. The amendment was approved
by the holders of at least a majority of the issued and outstanding shares of
the Company's common stock. The reverse split will be effective as of 12:00 a.m.
Eastern Standard Time on Thursday, June 12, 2003. As a result of the reverse
stock split, every ten shares of the Company's old common stock will be
converted into one share of the Company's new common stock. Fractional shares
resulting from the reverse stock split will be settled by cash payment, based on
the average of the closing sales price over the ten trading days prior to June
12, 2003.
Beginning June 12, 2003, the Company's common stock will temporarily trade under
the ticker "PRSWD" to signal to stockholders and the public that the company has
implemented a reverse stock split. After 20 trading days, trading will resume
under the ticker "PRSW".
All stockholders holding physical stock certificates are required to surrender
their old stock certificates in exchange for new stock certificates. The
Company's stockholders should not send their stock certificates to the Company.
Stockholders will be notified by the Company's transfer agent, U.S. Stock
Transfer Corporation, regarding the process for exchanging existing stock
certificates representing pre-split shares. Options and warrants to purchase the
Company's common stock will be adjusted in accordance with their terms to
reflect the reverse stock split.
The full text of the Company's press release issued in connection with the
foregoing matter is filed as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Press Release of Persistence Software, Inc. dated
June 11, 2003.
-2-
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.
PERSISTENCE SOFTWARE, INC.
Date: June 11, 2003 By: /s/ Christine Russell
-----------------------
Christine Russell
Chief Financial Officer
PERSISTENCE SOFTWARE, INC.
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
99.1 Press Release of Persistence Software, Inc. dated June 11,
2003.