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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
[X] CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: JUNE 9, 1999
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Commission File Number: 000-22043
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NEW ERA OF NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 84-1234845
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7400 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 694-3933
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
On June 9, 1999, New Era of Networks, Inc., a Delaware corporation (the
"Registrant"), acquired Convoy Corporation, a Delaware corporation ("Convoy")
pursuant to an Agreement and Plan of Reorganization (the "Agreement") by and
among Convoy, the Registrant and Cobra Acquisition Corporation ("Merger Sub"), a
Delaware corporation and a wholly owned subsidiary of the Registrant. Pursuant
to the Agreement, Merger Sub was merged with and into Convoy (the "Merger") and
the Convoy equityholders received, or will receive, a total of approximately
912,000 shares of the Registrant's common stock in exchange for their Convoy
equity. 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 as Exhibit 2 to the Form 8-K.
Of the approximately 912,000 shares of the Registrant's common stock issued
in the Merger, approximately 88,000 shares were placed into escrow, to be held
as security for any losses incurred by the Registrant in the event of certain
breaches of the representations and warranties covered in the Agreement.
Pursuant to the Agreement, the Registrant also assumed all options outstanding
under Convoy's stock option plan.
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 Convoy, including valuations of comparable
companies and the business and operating results of Convoy.
The financial statements of Convoy and the pro forma financial information
relating to the acquisition, required to be filed in connection with the
acquisition pursuant to Items 7(a) and (b) of Form 8-K, are included herewith.
The unaudited pro forma statements of operations for the six months ended June
30, 1999 and the year ended December 31, 1998 give effect to the Convoy
acquisition as if it had been consummated at the beginning of the earliest
period presented (January 1, 1998). Such unaudited pro forma financial data
should be read in conjunction with the notes thereto. The unaudited pro forma
statements of operations do not purport to represent what the Company's results
of operations or financial position actually would have been had such
transactions and events occurred on the dates specified, or to project the
Company's results of operations or financial position for any future period or
date. The pro forma adjustments are based upon available information and
represent, in the Company's opinion, all adjustments necessary to present fairly
the unaudited pro forma financial data.
A pro forma balance sheet has not been included as the assets and
liabilities of Convoy were consolidated in the June 30, 1999 balance sheet of
the Company reported on the Registrant's quarterly report on Form 10-Q filed on
August 16, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) The financial statements of the business acquired.
Convoy Corporation:
Financial Statements for the years ended March 31, 1999 and 1998
together with Independent Auditors' Report
(b) Pro forma financial information.
New Era of Networks, Inc.:
Pro Forma Statement of Operations, six months ended June 30, 1999
(unaudited)
Pro Forma Statement of Operations, year ended December 31, 1998
(unaudited)
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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, thereunto duly authorized.
NEW ERA OF NETWORKS, INC.
Dated August 23, 1999 By: /s/ STEPHEN E. WEBB
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Stephen E. Webb
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.A Financial Statements of Convoy Corporation
99.B Pro Forma Statements of Operations