SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 2, 2003
MERCATOR SOFTWARE, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22667 06-1132156
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(State or Other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
45 Danbury Road, Wilton, Connecticut 06897
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 761-8600
Item 5. Other Events.
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Mercator Software, Inc., ("Mercator") has entered into an Agreement and
Plan of Merger dated as of August 2, 2003 (the "Merger Agreement") among
Mercator, Ascential Software Corporation ("Ascential") and Greek Acquisition
Corporation, a wholly-owned subsidiary of Ascential ("Purchaser"), pursuant to
which Purchaser has agreed to commence an offer to purchase all of the
outstanding shares of Mercator's common stock, par value $0.01 per share (such
shares, together with any associated preferred stock or other rights issued
pursuant to the Rights Agreement, dated as of September 2, 1998, by and between
Mercator and The Bank of New York, as Rights Agent, as amended, are hereinafter
referred to as the "Mercator Shares"), at a price per share of $3.00, net to the
stockholder in cash (the "Offer Price"), upon the terms and subject to the
conditions to be set forth in an Offer to Purchase and related Letter of
Transmittal (which together with any amendments or supplements thereto will
constitute the "Offer") to be sent to Mercator's stockholders.
The Merger Agreement provides that, subject to certain exceptions,
following satisfaction or waiver of the conditions of the Offer, Purchaser will
purchase all of the outstanding Mercator Shares validly tendered pursuant to the
Offer and not withdrawn. The Offer is subject to certain conditions, including
the receipt of tenders of at least 51% of the outstanding Mercator Shares, on a
fully diluted basis. The Merger Agreement provides that, subject to the
satisfaction or waiver of certain conditions, after purchase of Mercator Shares
by Purchaser in the Offer, Purchaser will be merged with and into Mercator (the
"Merger"), with Mercator surviving the merger as the Surviving Corporation.
Pursuant to the Merger Agreement, at the effective time of the merger each
Mercator Share outstanding immediately prior to the effective time of the merger
(other than Mercator Shares held by Ascential or any subsidiary of Ascential
(including Purchaser), all of which shall be cancelled, or holders of Mercator
Shares who have perfected their right of appraisal under Delaware law) will be
converted into the right to receive the Offer Price, without interest.
In connection with the Offer and the Merger, Ascential, Purchaser and
certain directors, executive officers and officers of Mercator identified
therein (each an Individual and collectively, the "Individuals") entered into a
Stock Tender Agreement (the "Stock Tender Agreement") dated as of August 2, 2003
that provides, among other things, for the tender by such Individuals of their
Mercator Shares pursuant to the Offer, the grant by such Individuals of an
irrevocable proxy to officers of Purchaser to vote their Mercator Shares in
favor of the Merger and the Merger Agreement and against any action or agreement
that is contrary to the Merger Agreement and the grant by such Individual to
Purchaser of an option to purchase such Individual's Mercator Shares in the
event such Individual fails to comply with the terms of the Stock Tender
Agreement. The Mercator Shares held by such Individuals represent approximately
6% of the outstanding Mercator Shares.
In connection with the Offer and the Merger, Ascential, Purchaser and
Mercator entered into a Common Stock Option Agreement (the "Option Agreement")
dated as of August 2, 2003 pursuant to which Mercator has granted Purchaser an
option (the "Option") to purchase up to 19.99% of the then outstanding Mercator
Shares at a purchase price per share equal to the Offer Price if Purchaser has
accepted and made payment for the Mercator Shares in the Offer and following the
exercise of the Option, Purchaser will own at least 90% of the then outstanding
Mercator Shares.
The Merger Agreement, the Stock Tender Agreement and the Option
Agreement are attached to this report as exhibits 2.1, 10.1 and 10.2,
respectively, and are incorporated herein by reference.
Item 7. Financial Statements, PRO FORMA Financial Information.
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(a) Financial Statements of Business Acquired:
Not applicable
(b) PRO FORMA Financial Information:
Not applicable
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of August 2, 2003
among Mercator Software, Inc., Ascential Software
Corporation and Greek Acquisition Corporation
10.1 Stock Tender Agreement dated as of August 2, 2003 among
Ascential Software Corporation, Greek Acquisition
Corporation and certain directors, executive officers
and other officers of Mercator Software, Inc. set forth
therein
10.2 Common Stock Option Agreement dated as of August 2, 2003
among Mercator Software, Inc., Ascential Software
Corporation and Greek Acquisition Corporation
SIGNATURE
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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.
Date: August 5, 2003
MERCATOR SOFTWARE, INC.
By: /s/ Roy C. King
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Roy C. King
Chairman of the Board of Directors,
Chief Executive Officer and President
EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of August 2, 2003 among
Mercator Software, Inc., Ascential Software Corporation and
Greek Acquisition Corporation
10.1 Stock Tender Agreement dated as of August 2, 2003 among
Ascential Software Corporation, Greek Acquisition Corporation
and certain directors, executive officers and other officers
of Mercator Software, Inc. set forth therein
10.2 Common Stock Option Agreement dated as of August 2, 2003 among
Mercator Software, Inc., Ascential Software Corporation and
Greek Acquisition Corporation