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): DECEMBER 3, 1999
KANA COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 000-26287 77-0435679
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
740 BAY ROAD, REDWOOD CITY, CALIFORNIA 94063
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 325-9850
ITEM 5. OTHER EVENTS
On December 3, 1999 Kana Communications, Inc. (the "Registrant") acquired
Business Evolution, Inc., a Delaware corporation ("BEI") under the terms of an
Agreement and Plan of Reorganization whereby shares of the Registrant's Common
Stock with an aggregate value of approximately $140 million were exchanged for
all of the outstanding shares and options of BEI. In addition, on the same date,
the Registrant acquired netDialog, Inc., a California corporation ("netDialog")
under the terms of a separate Agreement and Plan of Reorganization whereby
shares of the Registrant's Common Stock with an aggregate value of approximately
$90 million were exchanged for all of the outstanding shares and options of
netDialog. A copy of the press release issued by the Registrant on December 3,
1999 concerning the foregoing transactions is filed herewith as Exhibit 20.1 and
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
It is impractical to provide the required financial information at
the time of filing this report. The required financial information will be
filed by amendment to this Form 8-K not later than February 11, 2000.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial
information at the time of filing this report. The required pro forma financial
information will be filed by amendment to this Form 8-K not later than
February 11, 2000.
(c) Exhibits.
2.2 Agreement and Plan of Reorganization, dated December 3, 1999, by
and among Registrant, King Acquisition Corp. and BEI.
2.3 Agreement and Plan of Reorganization, dated December 3, 1999, by
and among Registrant, Kong Acquisition Corp. and netDialog.
20.1 Press Release of Registrant, dated December 6, 1999, announcing
the closing of Registrant's acquisitions of BEI and netDialog.
20.2 Press Release of Registrant, dated December 6, 1999, announcing
the release of two new products.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
KANA COMMUNICATIONS, INC.
Dated: December 14, 1999 By: /S/ JOSEPH D. MCCARTHY
------------------------
Joseph D. McCarthy, Vice President,
Finance and Operations
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------ -----------------------
2.2 Agreement and Plan of Reorganization, dated December 3, 1999, by and
among Registrant, King Acquisition Corp. and BEI.
2.3 Agreement and Plan of Reorganization, dated December 3, 1999, by and
among Registrant, Kong Acquisition Corp. and netDialog.
20.1 Press Release of Registrant, dated December 6, 1999, announcing the
closing of the Registrant's acquisitions of BEI and netDialog.
20.2 Press Release of Registrant, dated December 6, 1999, announcing the
release of two new products.