8-K

UNITED STATES

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 29, 2002

Commission File Number: 0-25185

MOMENTUM BUSINESS APPLICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE (State or Other Jurisdiction of Incorporation or Organization)	94-3313175 (I.R.S. Employer Identification No.)
4301 Hacienda Drive, Suite 410, Pleasanton, CA (Address of principal executive offices)	94588 (Zip Code)

Registrant’s telephone number, including area code:

(925) 469-6621

ITEM 1: CHANGES IN CONTROL OF REGISTRANT.

         On January 29, 2002 (the “Notice Date”), PeopleSoft, Inc. (“PeopleSoft”) delivered notice to Momentum Business Applications, Inc. (the “Company”) of PeopleSoft’s exercise of its option pursuant to the Company’s Restated Certificate of Incorporation (the “Restated Certificate”) to purchase all of the issued and outstanding shares of the Class A Common Stock of the Company (the “Purchase Option”). PeopleSoft further notified the Company that, as determined in accordance with the Restated Certificate, the aggregate purchase price (the “Purchase Price”) for such shares of the Company’s Class A Common Stock is expected to be approximately $90,000,000. The closing of the purchase of all Class A Common Stock is scheduled to occur on a date no earlier than the thirtieth (30th) and no later than the sixtieth (60th) day following the Notice Date (the “Closing Date”).

         PeopleSoft will pay this Purchase Price in cash. On or before the Closing Date, the full amount of the Purchase Price will be deposited with EquiServe Trust Company N.A. (the “Payment Agent”). Funds deposited with the Payment Agent will be delivered in trust for the benefit of the holders of the Company’s Class A Common Stock, and PeopleSoft will provide the Payment Agent with irrevocable instructions to pay, on or after the Closing Date, the Purchase Price for the shares of Class A Common Stock to the holders of record thereof determined as of the Closing Date. Payment for shares of the Company’s Class A Common Stock will be mailed to each holder at the address set forth in the Company’s records or at the address provided by each holder or, if no address is set forth in the Company’s records for a holder or provided by such holder, to such holder at the address of the Company. As soon as is practicable upon PeopleSoft’s request, the Company will provide, or will cause its transfer agent to provide, to PeopleSoft or to the Payment Agent, free of charge, a complete list of the record holders of Class A Common Stock, as of a specified date, including the

number of shares of Class A Common Stock held of record and the address of each record holder as set forth in the records of the Company’s transfer agent.

         Transfer of title to all of the issued and outstanding shares of Class A Common Stock will be deemed to occur automatically on the Closing Date, and, thereafter, the Company will be entitled to treat PeopleSoft as the sole holder of all of the issued and outstanding shares of its Class A Common Stock, notwithstanding the failure of any holder of Class A Common Stock to tender the certificates representing such shares to the Payment Agent, whether or not such tender is required or requested by the Payment Agent. The Company will instruct its transfer agent not to accept any shares of Class A Common Stock for transfer on and after the Closing Date, other than as necessary to process any trade or transfer effected prior to the Closing Date.

         EquiServe Trust Company N.A. has been retained by PeopleSoft to serve as the Payment Agent. Letters of transmittal, together with instructions relating thereto, are expected to be provided promptly following the Closing Date to the Company’s former stockholders so that such stockholders may receive their respective pro rata shares of the Purchase Price.

         PeopleSoft has advised the Company that PeopleSoft will fund the purchase of all outstanding shares of Class A Common Stock from cash reflected on PeopleSoft’s balance sheet.

         One exhibit to Amendment No. 2 to the Company’s Registration Statement on Form 10, filed December 31, 1998, and one exhibit to the Company’s Current Report on Form 8-K, filed September 20, 2001, are incorporated herein by reference. Copies of the press release, dated January 29, 2002, issued by the Company relating to the announcement of the exercise of the Purchase Option and PeopleSoft’s notice of election of the Purchase Option, dated January 29, 2002, delivered by PeopleSoft to the Company, are attached hereto as Exhibits 99.1 and 99.2, respectively.

ITEM 5: OTHER EVENTS.

         Effective January 29, 2002, the Board of Directors of the Company has declared a one-time special cash dividend of $1.85 per share on the Class A Common Stock and Class B Common Stock. Stockholders of record at the close of business on February 12, 2002 will be paid this dividend on February 22, 2002.

         A copy of the press release, dated January 29, 2002, issued by the Company relating to the announcement of the dividend is attached hereto as Exhibit 99.1.

ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

Exhibit No.	Description
3.3+	Restated Certificate of Incorporation of Momentum Business Applications, Inc.
3.4++	Certificate of Amendment of the Restated Certificate of Incorporation of Momentum Business Applications, Inc.
99.1	Press release of the Company, dated January 29, 2002.
99.2	Notice of Election to Exercise Purchase Option, dated January 29, 2002, delivered by PeopleSoft to the Company.

+	Incorporated by reference to Amendment No. 2 to the Registration Statement on Form 10 (Reg. No. 000-25185) filed December 31, 1998.
++	Incorporated by reference to the Current Report on Form 8-K (Reg. No. 000-25185) filed September 20, 2001.

2

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.

Dated: January 29, 2002
		MOMENTUM BUSINESS APPLICATIONS, INC.
	By:	/s/ Ronald E. F. Codd Ronald E. F. Codd President and Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

3

Exhibit Index

Exhibit No.	Description
3.3+	Restated Certificate of Incorporation of Momentum Business Applications, Inc.
3.4++	Certificate of Amendment of the Restated Certificate of Incorporation of Momentum Business Applications, Inc.
99.2	Press release of the Company, dated January 29, 2002.
99.2	Notice of Election to Exercise Purchase Option, dated January 29, 2002, delivered by PeopleSoft to the Company.

+	Incorporated by reference to Amendment No. 2 to the Registration Statement on Form 10 (Reg. No. 000-25185) filed December 31, 1998.
++	Incorporated by reference to the Current Report on Form 8-K (Reg. No. 000-25185) filed September 20, 2001.

4 EX-99.1 3 f78697ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 [COMPANY LETTERHEAD] FOR IMMEDIATE RELEASE Contact: MMTM - 18 Ronald E.F. Codd Chief Executive Officer Momentum Business Applications, Inc. (925) 469-6129 ron_codd@mmtm.com MOMENTUM BUSINESS APPLICATIONS, INC. RECEIVES PURCHASE OPTION EXERCISE NOTICE AND DECLARES ONE TIME SPECIAL DIVIDEND Pleasanton, CA., -- January 29, 2002 -- Momentum Business Applications, Inc. (Nasdaq: MMTM), today announced that it has received formal written notice of the exercise of the Purchase Option held by PeopleSoft, Inc. In addition, effective today, the Board of Directors of Momentum has declared a one-time special cash dividend on each share of Momentum Class A and Class B Common Stock. Under Momentum's Restated Certificate of Incorporation, PeopleSoft holds an exclusive irrevocable purchase option to acquire all (but not less than all) of the issued and outstanding shares of the Class A Common Stock of Momentum. Pursuant to the Restated Certificate, the Purchase Option Exercise Price is expected to be approximately $90 million, and the consideration shall be paid in cash. Based on the current number of shares of Class A Common Stock outstanding, and assuming the net exercise of outstanding options, Momentum shareholders of record on the closing date will receive approximately $18.80 per share. The closing shall be no sooner than 30, nor more than 60 days from this date, subject to satisfaction of any regulatory requirements. On or before the closing date, the full amount of the exercise price shall be deposited with a bank or banks designated by PeopleSoft to pay the exercise price to the record holders of Class A Common Stock as of the closing date. Letters of transmittal, together with instructions relating thereto, are expected to be distributed promptly following the closing date so that such record holders may receive their respective pro rata share of the exercise price. Transfers of title to all of the issued and outstanding shares of Class A Common Stock will be deemed to occur automatically on the closing date, and Momentum will instruct its transfer agent not to accept any shares of Class A Common Stock for transfer on or after the closing date. In addition, Momentum's Board of Directors has declared a one-time special cash dividend of $1.85 per share on its Class A and Class B Common Stock. Shareholders of record at the close of business on February 12, 2002 will be paid this dividend on February 22, 2002. This dividend will substantially exhaust Momentum's anticipated balance of Unrestricted Funds as of the distribution date. These funds have been accumulated by way of royalty payments from PeopleSoft and interest earned thereon. This balance includes the $8.2 million reported as of October 31, 2001 as well as royalties of approximately $750,000 that were recently received for Momentum's third fiscal quarter. Momentum will report these royalties in its quarter ending January 31, 2002. In September 2001, PeopleSoft granted Momentum permission to effect a dividend distribution to Momentum shareholders following an exercise of its Purchase Option. The Board has determined that a dividend at this time is the most appropriate use of these funds. "Momentum's product development activities have clearly helped PeopleSoft reclaim a leadership position in the ERP marketplace, and have produced a corresponding significant increase in PeopleSoft's shareholder value," stated Ron Codd, Momentum's President and Chief Executive Officer. "Of equal importance, the combination of the one time special dividend and the estimated buyout proceeds provide an excellent return to Momentum shareholders as well." Mr. Codd went on to say, "Over the past three years, Momentum has invested in over thirty product development projects which have produced numerous application software products that have been extremely well received in the marketplace. PeopleSoft's exercise of their purchase option confirms the extensive value of Momentum's intellectual property assets. I am pleased to see this final concluding chapter on what I believe is one of the most successful development initiatives in the history of the software industry." About Momentum Momentum Business Applications, Inc. was created by PeopleSoft, Inc. in 1998 to select, develop and commercialize software products in the following three areas: 1) Analytic applications, 2) Industry specific applications, and 3) eBusiness applications. PeopleSoft initially contributed $250 million in capital to Momentum, and under the development and licensing agreement between Momentum and PeopleSoft, these funds (as well as any interest earned thereon) are specifically restricted to certain product development and administrative activities. Upon the completion of a development project, PeopleSoft has an option to license and exclusively distribute the resulting application products through its worldwide sales and marketing group. Momentum's offices are located in Pleasanton, California. ### EX-99.2 4 f78697ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 [PEOPLESOFT LETTERHEAD] January 29, 2002 Ronald E.F. Codd President and Chief Executive Officer Momentum Business Applications, Inc. 4301 Hacienda Drive Pleasanton, CA 94588 Re: Notice of Election to Exercise Purchase Option Dear Mr. Codd: Please take notice that PeopleSoft, Inc. hereby elects to exercise its right, pursuant to Section (C) of Article Fifth of the Restated Certificate of Incorporation of Momentum Business Applications, Inc. (as amended September 19, 2001) ("Amended Certificate"), to exercise its purchase option to purchase all issued and outstanding shares of Class A Common Stock of Momentum Business Applications, Inc. (the "Purchase Option"). The Purchase Option will be executed in accordance with the provisions of the Amended Certificate. The Purchase Option Exercise Price will be ninety million dollars ($90 million) in accordance with Section (A)(14)(d) of Article Fifth of the Amended Certificate. Subject to (i) and except as otherwise agreed (including pursuant to the Letter Agreement between PeopleSoft, Inc. and Momentum, dated September 21, 2001), Momentum's strict compliance with the provisions of the Amended Certificate, including all restrictions set forth in Section (D)(2) of Article Fifth, and (ii) extensions allowed under the Amended Certificate, the Purchase Closing Date will be a date not later than the sixtieth (60th) day following the date of this Notice. Very Truly Yours, PeopleSoft, Inc. /s/ Kevin Parker By Kevin Parker Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1

                              [COMPANY LETTERHEAD]

FOR IMMEDIATE RELEASE                       Contact:
MMTM - 18                                   Ronald E.F. Codd
                                            Chief Executive Officer
                                            Momentum Business Applications, Inc.
                                            (925) 469-6129
                                            ron_codd@mmtm.com

  MOMENTUM BUSINESS APPLICATIONS, INC. RECEIVES PURCHASE OPTION EXERCISE NOTICE
                     AND DECLARES ONE TIME SPECIAL DIVIDEND

Pleasanton, CA., -- January 29, 2002 -- Momentum Business Applications, Inc.
(Nasdaq: MMTM), today announced that it has received formal written notice of
the exercise of the Purchase Option held by PeopleSoft, Inc. In addition,
effective today, the Board of Directors of Momentum has declared a one-time
special cash dividend on each share of Momentum Class A and Class B Common
Stock.

Under Momentum's Restated Certificate of Incorporation, PeopleSoft holds an
exclusive irrevocable purchase option to acquire all (but not less than all) of
the issued and outstanding shares of the Class A Common Stock of Momentum.
Pursuant to the Restated Certificate, the Purchase Option Exercise Price is
expected to be approximately $90 million, and the consideration shall be paid in
cash. Based on the current number of shares of Class A Common Stock outstanding,
and assuming the net exercise of outstanding options, Momentum shareholders of
record on the closing date will receive approximately $18.80 per share. The
closing shall be no sooner than 30, nor more than 60 days from this date,
subject to satisfaction of any regulatory requirements.

On or before the closing date, the full amount of the exercise price shall be
deposited with a bank or banks designated by PeopleSoft to pay the exercise
price to the record holders of Class A Common Stock as of the closing date.
Letters of transmittal, together with instructions relating thereto, are
expected to be distributed promptly following the closing date so that such
record holders may receive their respective pro rata share of the exercise
price. Transfers of title to all of the issued and outstanding shares of Class A
Common Stock will be deemed to occur automatically on the closing date, and
Momentum will instruct its transfer agent not to accept any shares of Class A
Common Stock for transfer on or after the closing date.

In addition, Momentum's Board of Directors has declared a one-time special cash
dividend of $1.85 per share on its Class A and Class B Common Stock.
Shareholders of record at the close of business on February 12, 2002 will be
paid this dividend on February 22, 2002. This dividend will substantially
exhaust Momentum's anticipated balance of Unrestricted Funds as of the
distribution date. These funds have been accumulated by way of royalty payments
from PeopleSoft and interest earned thereon. This balance includes the $8.2
million reported as of October 31, 2001 as well as royalties of approximately
$750,000 that were recently received for Momentum's third fiscal quarter.
Momentum will report these royalties in its quarter ending January 31, 2002.

In September 2001, PeopleSoft granted Momentum permission to effect a dividend
distribution to Momentum shareholders following an exercise of its Purchase
Option. The Board has determined that a dividend at this time is the most
appropriate use of these funds.

"Momentum's product development activities have clearly helped PeopleSoft
reclaim a leadership position in the ERP marketplace, and have produced a
corresponding significant increase in PeopleSoft's shareholder value," stated
Ron Codd, Momentum's President and Chief Executive Officer. "Of equal
importance, the combination of the one time special dividend and the estimated
buyout proceeds provide an excellent return to Momentum shareholders as well."
Mr. Codd went on to say, "Over the past three years, Momentum has invested in
over thirty product development projects which have produced numerous
application software products that have been extremely well received in the
marketplace. PeopleSoft's exercise of their purchase option confirms the
extensive value of Momentum's intellectual property assets. I am pleased to see
this final concluding chapter on what I believe is one of the most successful
development initiatives in the history of the software industry."

About Momentum

Momentum Business Applications, Inc. was created by PeopleSoft, Inc. in 1998 to
select, develop and commercialize software products in the following three
areas: 1) Analytic applications, 2) Industry specific applications, and 3)
eBusiness applications. PeopleSoft initially contributed $250 million in capital
to Momentum, and under the development and licensing agreement between Momentum
and PeopleSoft, these funds (as well as any interest earned thereon) are
specifically restricted to certain product development and administrative
activities. Upon the completion of a development project, PeopleSoft has an
option to license and exclusively distribute the resulting application products
through its worldwide sales and marketing group. Momentum's offices are located
in Pleasanton, California.


                                       ###

EX-99.2

                                                                    Exhibit 99.2

                             [PEOPLESOFT LETTERHEAD]

January 29, 2002


Ronald E.F. Codd
President and Chief Executive Officer
Momentum Business Applications, Inc.
4301 Hacienda Drive
Pleasanton, CA  94588


Re:      Notice of Election to Exercise Purchase Option

Dear Mr. Codd:

Please take notice that PeopleSoft, Inc. hereby elects to exercise its right,
pursuant to Section (C) of Article Fifth of the Restated Certificate of
Incorporation of Momentum Business Applications, Inc. (as amended September 19,
2001) ("Amended Certificate"), to exercise its purchase option to purchase all
issued and outstanding shares of Class A Common Stock of Momentum Business
Applications, Inc. (the "Purchase Option"). The Purchase Option will be executed
in accordance with the provisions of the Amended Certificate.

The Purchase Option Exercise Price will be ninety million dollars ($90 million)
in accordance with Section (A)(14)(d) of Article Fifth of the Amended
Certificate.

Subject to (i) and except as otherwise agreed (including pursuant to the Letter
Agreement between PeopleSoft, Inc. and Momentum, dated September 21, 2001),
Momentum's strict compliance with the provisions of the Amended Certificate,
including all restrictions set forth in Section (D)(2) of Article Fifth, and
(ii) extensions allowed under the Amended Certificate, the Purchase Closing Date
will be a date not later than the sixtieth (60th) day following the date of this
Notice.

Very Truly Yours,

PeopleSoft, Inc.

/s/ Kevin Parker
By Kevin Parker
Executive Vice President and Chief Financial Officer