8-K

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): October 6, 2003

Activant Solutions Inc.

(Exact name of Registrant as specified in charter)

Delaware
(State or other jurisdiction
of incorporation) 333-49389
(Commission file number) 94-2160013
(I.R.S. employer
identification no.)

804 Las Cimas Parkway, Suite 200
Austin, Texas 78746
(Address of principal executive offices)

Registrants’ telephone number, including area code: (512) 328-2300

TABLE OF CONTENTS

	ITEM 5. Other Events and Regulation FD Disclosure.
	ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
EX-3.1 Amendment to Certificate of Incorporation
EX-3.2 Articles of Incorporation of Triad Systems
EX-99.1 Press Release

ITEM 5. Other Events and Regulation FD Disclosure.

     Effective October 6, 2003, Cooperative Computing, Inc. (the “Company”) changed its name to Activant Solutions Inc. The Company issued a press release on October 13, 2003, announcing the Company’s name change.

ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits

3.1	Certificate of Amendment of Certificate of Incorporation dated October 6, 2003
3.2	Articles of Incorporation of Triad Systems Corporation dated January 14, 1972
99.1	Press Release dated October 13, 2003

SIGNATURES

     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.

	ACTIVANT SOLUTIONS INC.
Date: October 14, 2003	By:	/s/	Richard W. Rew, II
			Richard W. Rew, II General Counsel & Secretary

EX-3.1 3 d09617exv3w1.htm EX-3.1 AMENDMENT TO CERTIFICATE OF INCORPORATION

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COOPERATIVE COMPUTING, INC.

(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

          Cooperative Computing, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

          FIRST: The name of the Corporation is Cooperative Computing, Inc.

          SECOND: On September 24, 2003, the Board of Directors of the Corporation duly adopted a resolution setting forth the following amendment to the Certificate of Incorporation of the Corporation.

          The First Article of the Corporation’s Certificate of Incorporation is amended in its entirety to read as follows:

          “The name of the Corporation is Activant Solutions Inc.”

          THIRD: The sole shareholder of the Corporation entitled to vote on the above-stated proposed amendment executed a written consent in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware adopting such amendment.

          FOURTH: Said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 24th day of September, 2003.

COOPERATIVE COMPUTING, INC.
By:	/s/ Richard W. Rew, II
	Richard W. Rew, II Secretary

EX-3.2 4 d09617exv3w2.htm EX-3.2 ARTICLES OF INCORPORATION OF TRIAD SYSTEMS

     Exhibit 3.2

ARTICLES OF INCORPORATION
OF
TRIAD SYSTEMS CORPORATION

     For purposes of forming this Corporation under the laws of the State of California, the undersigned incorporators hereby state:

ARTICLE FIRST

Name

     The name of the Corporation is:

TRIAD SYSTEMS CORPORATION

ARTICLE SECOND

Purposes

     The Corporation’s purposes are:

     (a) Primarily to engage in the specific business of the manufacture of electronic random access inventory control systems;

     (b) To engage in any business related or unrelated to that described in clause (a) of this Article Second and from time to time authorized or approved by the Board of Directors of this Corporation;

     (c) To act as partner or joint venturer or in any other legal capacity in any transaction;

     (d) To do business anywhere in the world; and

     (e) To have and exercise all rights and powers from time to time granted to a corporation by law.

     The above purpose clauses shall not be limited by reference to or inference from one another, but each purpose clause shall be construed as a separate statement conferring independent purposes and powers upon the Corporation.

ARTICLE THIRD

Location

     The county in the State of California where the principal office for the transaction of the business of the Corporation is located is the county of San Mateo.

ARTICLE FOURTH

Directors

     (a) The number of Directors of the Corporation is three (3) until changed by amendment of these Articles of Incorporation or by a By-Law duly adopted by the shareholders of the Corporation.

     (b) The names and addresses of the persons who are appointed to act as first Directors are:

LEONARD WARE	Palo Alto Office Center 525 University Avenue Palo Alto, CA 94301
THOMAS M. FRENCH	Palo Alto Office Center 525 University Avenue Palo Alto, CA 94301
DONNA L. BLAIR	Palo Alto Office Center 525 University Avenue Palo Alto, CA 94301

ARTICLE FIFTH

Stock

     The total number of shares which the Corporation is authorized to issue is ten thousand (10,000) shares. The aggregate par value of said shares is ten thousand dollars ($10,000), and the par value of each share is one dollar ($1.00).

2

ARTICLE SIXTH

Grant of Preemptive Rights

     Each shareholder or subscriber to shares of this Corporation shall be entitled to full preemptive or preferential rights, as such rights have been heretofore defined at common law, to purchase and/or subscribe for his proportionate part of any shares which may be issued at any time by this Corporation.

3

     IN WITNESS WHEREOF, the undersigned incorporators, who are also the first Directors of this Corporation, have executed these Articles of Incorporation on January 14, 1972.

LEONARD WARE

THOMAS M. FRENCH

DONNA L. BLAIR

4

STATE OF CALIFORNIA
COUNTY OF SANTA CLARA §
§
§ ss,

     On this 14th day of January, 1972, before me,                   , a Notary Public in and for the said County and State, residing therein, duly commissioned and sworn, personally appeared LEONARD WARE, THOMAS M. FRENCH and DONNA L. BLAIR, known to me to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

Notary Public

5 EX-99.1 5 d09617exv99w1.htm EX-99.1 PRESS RELEASE

      EXHIBIT 99.1

Press Contact:

Ellie Javadi
A&R Partners for Activant Solutions
650.762.2828
ejavadi@arpartners.com

CCITRIAD Changes Name to Activant Solutions

Name Change Signals Company’s Market Expansion Plans

AUSTIN, Texas, Oct. 13, 2003 — CCITRIAD, a leading provider of business management solutions for wholesale, retail and manufacturing businesses, today announced it has changed its name to Activant Solutions Inc. The new name marks an important milestone in the company’s plan to grow through deeper penetration of existing markets and entrance into new adjacent markets.

“We are a different company today than we were just a few years ago,” said Mike Aviles, chairman, president and chief executive officer of Activant. “We’ve aggressively invested in our growth, recruited new talent, improved our products, launched new services and expanded our markets. Our new name reflects these efforts, the significant milestones the company has achieved and our ongoing commitment to achieve further milestones.”

Activant Solutions helps businesses with complex products in high-service distribution environments improve their customer service, reduce inventory costs and increase profitability so that they can successfully compete and differentiate against competition. Activant’s solutions are currently providing these benefits to over 20,000 customers in the automotive aftermarket, hardware, lumber, agribusiness, building and industrial supply, plumbing, nursery and paint industries.

“We’ve been very impressed with Activant’s commitment to bring truly innovative, results-driven solutions to the marketplace,” said Richard H. Morgan, president and chief executive officer of the Automotive Aftermarket Parts Alliance, one of the world’s largest distribution organizations. “It’s clear this company has become the caliber of business partner many of us in the aftermarket had long envisioned.”

“Here at Parker Lumber we are dealing with issues that are unique to our business and business sector. We need a complete solution that goes beyond general purpose accounting and doesn’t require significant customization and IT resources like ERP software,” said Kyle Kincaid, vice president of Parker Lumber. “Activant’s deep understanding of the issues that my business faces has helped me be more responsive to my customers and this directly impacts our bottom line. These solutions are helping us deliver better service than the ‘big-warehouse’ conglomerates and are giving me more control over my business performance.”

About Activant Solutions

Activant Solutions is a leading provider of business management solutions designed for companies with complex products in high-service distribution environments. Over 20,000 specialty wholesale, retail and manufacturing customers use Activant to help drive new levels of business performance. With proven experience and success, Activant is fast becoming an industry standard for companies seeking competitive advantage through stronger customer integration. The company’s business management solutions include advanced software, professional services, content, supply chain connectivity, and analytics. Headquartered in Austin, Texas, Activant Solutions has operations in Livermore, Calif., Denver, Canada, France, Ireland and the United Kingdom. For more information, please visit www.activant.com.

Cooperative Computing, Inc. d/b/a CCITRIAD, a leading provider of business management solutions for specialty wholesale, retail and manufacturing businesses, today announced it has changed its name to Activant Solutions Inc. d/b/a Activant.

The statements contained in this document which are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements as to industry trends, future products or services, and products or service line growth. Investors are cautioned that forward-looking statements are inherently uncertain and subject to risks. Actual results may differ materially from the future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include but are not limited to unrealized market demand for our services, the ability to retain the people performance services, and those risks and uncertainties identified in Activant’s (formerly Cooperative Computing) most recent Annual Report on Form 10-K which has been filed with the United States Securities and Exchange Commission. Activant assumes no duty to update information contained in this document at any time.

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