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 (Date of earliest event reported):
January 14, 2000
LANGUAGEWARE.NET (COMPANY) LTD.
(Exact name of registrant as specified in its charter)
Israel
(State or other jurisdiction of incorporation or organization)
0-26349
(Commission File Number)
N/A
(IRS Employer Identification No.)
C/O Yigal Arnon & Co.
22 Rivlin Street
Jerusalem 91000 Israel
(Address of principal executive offices)
011-972-2-623-9200
(Registrant's telephone number, including area code)
With Copy To:
Mr. Todd Oseth, CEO
2864 South Circle Drive, Suite 500
Colorado Springs, CO 80906
(Address of principal operating offices)
719-955-3400
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 14, 2000, LanguageWare.net (Company) Ltd., ("LanguageWare.net")
acquired all of the capital stock of Star+Globe Technologies Pte. Ltd.
("Star+Globe"), a privately-held Singapore company which provides proprietary
Asian character processing technology for the internet. The acquisition was
effected pursuant to (i) a Stock Purchase Agreement, dated as of January 14,
2000 (the "Agreement"), by and among LanguageWare.net, Star+Globe, and
Star+Globe shareholders, which were Technology Fund Pte Ltd., KRDL Holdings Pte
Ltd., Technology Fund II Pte Ltd., Seed Ventures II Limited, Info Tech Ventures
Limited, Vertex Technology Fund Pte Ltd., NIF Asian Pre-IPO Fund Limited, Asia-
Pacific Ventures II Ltd., Virginia Cha, James L. Kelly, Lernout & Hauspie
Investment Co. N.V. and WIIG Global Ventures Pte Ltd. As a result of the
acquisition, Star+Globe will operate as a wholly owned subsidiary of
LanguageWare.net. The acquisition will be accounted for under the purchase
method of accounting.
In consideration for the Star+Globe stock, LanguageWare.net is required to
issue up to 33,673,361 of its ordinary shares. At the closing LanguageWare.net
issued an aggregate of 30,306,025 of its ordinary shares (the "Closing
Consideration"), and is required to issue up to 3,367,336 additional ordinary
shares (the "Holdback Shares") within ninety (90) days of January 14, 2000. The
Holdback Shares may be reduced by any indemnification claims pursuant to the
provisions of the Agreement. LanguageWare.net has agreed to use its best efforts
to register, in calendar year 2000, all the ordinary shares issued as
consideration.
In connection with the transaction, LanguageWare.net also has agreed to
provide a non-qualified share option plan for prior employees and a director of
Star+Globe wherein options have been granted to such prior employees and
director to purchase an aggregate of 2,266,639 LanguageWare.net ordinary shares
at an exercise price of $0.093 per share.
The terms of the acquisition were determined on the basis of arm's length
negotiations. Prior to the execution of the Agreement, neither LanguageWare.net
nor any of its affiliates, officers or directors had any material relationship
with Star+Globe or its stockholders.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements required by this item are not included with this
initial report. The required financial statements will be filed by amendment not
later than March 29, 2000.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required by this item is not included
with this initial report. The required pro forma financial information will be
filed by amendment not later than March 29, 2000.
(c) EXHIBITS.
See Exhibit Index attached hereto.
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.
Date: January 28, 2000 LanguageWare.net (Company) Ltd.
------------------------------
(Registrant)
By: /s/ Thomas B. Foster
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Thomas B. Foster
Chief Financial Officer
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION
- ------- -----------
2 Stock Purchase Agreement, dated as of January 14, 2000, by and
among LanguageWare.net (Company) Ltd., Star+Globe Technologies
Pte. Ltd., Technology Fund Pte Ltd., KRDL Holdings Pte Ltd.,
Technology Fund II Pte Ltd., Seed Ventures II Limited, Info Tech
Ventures Limited, Vertex Technology Fund Pte Ltd., NIF Asian Pre-
IPO Fund Limited, Asia-Pacific Ventures II Ltd., Virginia Cha,
James L. Kelly, Lernout & Hauspie Investment Co. N.V. and WIIG
Global Ventures Pte Ltd.