-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QKPxv1k2fldEGkzWqEKOjfGY0hCc4HTb4cgAEeqjeanovwcXYynLkzy07NCGbEwe RstJscZuhUpOwwZ/WGKvfg== 0000950131-01-501212.txt : 20010509 0000950131-01-501212.hdr.sgml : 20010509 ACCESSION NUMBER: 0000950131-01-501212 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010504 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLICK COMMERCE INC CENTRAL INDEX KEY: 0001107050 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 364088644 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-30881 FILM NUMBER: 1624770 BUSINESS ADDRESS: STREET 1: 200 E. RANDOLPH DR. STREET 2: SUITE 4900 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123773110 MAIL ADDRESS: STREET 1: 200 E. RANDOLPH DR. STREET 2: SUITE 4900 CITY: CHICAGO STATE: IL ZIP: 60601 8-K 1 d8k.txt FORM 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): May 4, 2001 CLICK COMMERCE, INC. -------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-30881 36-4088644 - ------------------------ ---------------------- -------------- State or other juris- (Commission File Number) (IRS Employer diction of incorporation Identification or organization No.) 200 East Randolph Drive, Suite 4900, Chicago, IL 60601 - ------------------------------------------------ ---------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (312) 482-9006 Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On May 4, 2001, Click Commerce, Inc. (the "Company") issued a press release announcing that it had agreed to provide Compaq Computer Corporation ("Compaq") with an early partial release of the market stand off agreement entered into with the Company covering the common stock held by CPQ Holdings, Inc., a wholly- owned subsidiary of Compaq, in consideration for Compaq's entering into a Software License Purchase Agreement under which it will make payments totaling $1.75 million to the Company. A copy of the press release is filed as an exhibit to this report and is incorporated by reference herein. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT of 1995 within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended: Statements in this press release that are not historical facts and refer to the company's future prospects are "forward looking statements" under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by words such as "expect," "anticipate," "intend," "believe," "hope," "assume," "estimate" and other similar words and expressions. The statements are subject to risks and uncertainties and actual results may differ materially from those indicated by these forward-looking statements as a result of various factors, including but not limited to, the ability of Click Commerce to execute on its plan to enter into strategic alliances with system integrators and business consultants, the extent of customer acceptance and utilization of Click Commerce's Channel Management solutions, the impact of competitive products and services, the company's ability to manage growth and to develop new and enhanced versions of its products and services, the effect of economic and business conditions, the volume and timing of customer contracts, the company's ability to expand overseas, changes in technology, deployment delays or errors associated with the company's products and the company's ability to protect its intellectual property rights. For a discussion of these and other risk factors that could affect Click Commerce's business, see "Risk Factors" in Click Commerce's annual report on Form 10-K for the year ended December 31, 2000, which is on file with the Securities and Exchange Commission. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS ( c ) Exhibits The following exhibit is included with this report: Exhibit 99 Press release dated May 4, 2001 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. CLICK COMMERCE, INC. Dated: May 8, 2001 BY: /s/ Rebecca S. Maskey ---------------------- Rebecca S. Maskey Executive Vice President, Chief Financial Officer and Treasurer EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 99 Press Release dated May 4, 2001 EX-99 2 dex99.txt PRESS RELEASE EXHIBIT 99 - ---------- FOR IMMEDIATE RELEASE Contacts: Rebecca S. Maskey John Peschier EVP & CFO Director of Investor Relations Click Commerce, Inc. Click Commerce, Inc. (312) 377-3110 (312) 377-6988 ir@clickcommerce.com -------------------- CLICK COMMERCE ANNOUNCES PARTIAL RELEASE OF COMPAQ LOCK-UP AND SOFTWARE LICENSE PURCHASE AGREEMENT CHICAGO, May 4, 2001 - Click Commerce, Inc. (Nasdaq:CKCM), the leading provider of Channel Management software and services, today announced that Click Commerce has agreed to provide Compaq Computer Corporation (NYSE:CPQ) with an early release of a portion of the shares of Click Commerce common stock held by CPQ Holdings, Inc., a wholly-owned subsidiary of Compaq. In addition, Compaq has entered into a Software License Purchase Agreement under which it will make payments totaling $1.75 million to Click Commerce. The agreement is part of a pre-existing software integration and distribution agreement, which the parties entered into in July 1999. Under the terms of the agreements reached today between Compaq and Click Commerce, the Board of Directors of Click Commerce has agreed to partially release Compaq from its lock-up agreement with Click Commerce with respect to the sale of up to 685,000, or approximately 16%, of the 4.3 million shares of Click Commerce that Compaq currently holds in consideration for the payments to be made under the Software License Purchase Agreement. The lock-up of Compaq's remaining shares will continue until June 23, 2001. Compaq's sales of Click Commerce shares may be executed in the open market from time to time, and will not be sold through an underwritten offering registered with the Securities and Exchange Commission. Michael Ferro, Chairman and Chief Executive Officer of Click Commerce, stated, "The partial release of the lock-up will increase the float of Click Commerce shares available for trading, improving liquidity in our stock while staggering the release of our shares into the market. In addition, we are very pleased to have entered into the new Software License Purchase Agreement with Compaq." About Click Commerce, Inc. - -------------------------- Click Commerce (NASDAQ: CKCM) is the leading provider of Channel Management software and services that enable large global corporations to collaborate with their trading partners via the internet in a private marketplace. A sampling of leading companies using Click Commerce solutions to manage their complex distribution channels include American Standard, Black & Decker, Delphi, Emerson Electric, Equistar, Kawasaki, Lubrizol, Mitsubishi, Motorola, Otis Elevator and Volvo. With its integrated e-business platform and proven application portfolio, Click Commerce enables global enterprises to significantly increase brand loyalty, customer satisfaction and financial performance. Visit Click Commerce at www.clickcommerce.com. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended: Statements in this press release that are not historical facts and refer to the company's future prospects are "forward looking statements" under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by words such as "expect," "anticipate," "intend," "believe," "hope," "assume," "estimate" and other similar words and expressions. The statements are subject to risks and uncertainties and actual results may differ materially from those indicated by these forward-looking statements as a result of various factors, including but not limited to, the ability of Click Commerce to execute on its plan to enter into strategic alliances with system integrators and business consultants, the extent of customer acceptance and utilization of Click Commerce's Channel Management solutions, the impact of competitive products and services, the company's ability to manage growth and to develop new and enhanced versions of its products and services, the effect of economic and business conditions, the company's ability to expand overseas, changes in technology, deployment delays or errors associated with the company's products and the company's ability to protect its intellectual property rights. -----END PRIVACY-ENHANCED MESSAGE-----