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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: JUNE 28, 1999
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NEW ERA OF NETWORKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
STATE OF DELAWARE 000-22043 84-1234845
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
7400 EAST ORCHARD RD., SUITE 230, ENGLEWOOD, CO
80111 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND
ZIP CODE)
(303) 694-3933
(TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
Effective June 28, 1999, New Era of Networks, Inc., a Delaware
corporation (the "Registrant"), acquired Microscript, Inc., a Massachusetts
corporation ("Microscript") pursuant to an Agreement and Plan of Reorganization
(the "Agreement") by and among Microscript, the Registrant and NEON Acquisition
Corporation ("Merger Sub"), a Delaware corporation and a wholly-owned
subsidiary of the Registrant. Pursuant to the Agreement, Microscript was merged
with and into Merger Sub (the "Merger") and the Microscript stockholders
received a total of approximately 556,385 shares of the Registrant's common
stock and $9,000,000 in exchange for their Microscript capital stock. The
description contained in this Item 2 of the Merger and the Agreement is
qualified in its entirety by reference to the full text of the Agreement, a
copy of which is attached hereto as Exhibit 2.
Of the approximately 556,385 shares of the Registrant's common
stock issued in the Merger, approximately 102,375 shares were placed into
escrow, to be held as security for losses incurred by the Registrant in the
event of certain breaches of the representations and warranties covered in the
Agreement or certain other events. In addition, 110,428 of the 556,385 shares
issued are issuable to holders of options outstanding under Microscript's stock
option plan which was assumed by the Registrant pursuant to the Agreement.
The consideration paid by the Registrant was determined pursuant
to arms' length negotiations and took into account various factors concerning
the valuation of the business of Microscript, including valuations of
comparable companies and the business and operating results of Microscript.
The shares of Registrant's common stock issued pursuant to the
Merger were not registered under the Securities Act of 1933, as amended (the
"Securities Act") in reliance upon the exemption provided by Section 4(2) under
the Securities Act.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated June 15, 1999 (as
amended effective June 28, 1999).
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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 hereunto duly authorized.
NEW ERA OF NETWORKS, INC.
July 13, 1999 /s/ Stephen E. Webb
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Stephen E. Webb, Senior Vice President
and Chief Financial Officer
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Index to Exhibits
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENTS PAGE
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2.1 Agreement and Plan of Reorganization dated June 15, 1999 (as amended effective June
28, 1999).