-----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, UB7feSVfBLB7t9ua13i/SioGGw7LyPN8R3Tf1ET4/0Ay2TDR4YCiZm7XsVL/BZxz Fp4qlryYiQFCnlMiylpXeQ== 0000950131-02-003443.txt : 20020904 0000950131-02-003443.hdr.sgml : 20020904 20020904140720 ACCESSION NUMBER: 0000950131-02-003443 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020903 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020904 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: 1934 Act SEC FILE NUMBER: 000-30881 FILM NUMBER: 02756295 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 3, 2002 --------------- Click Commerce, Inc. (Exact name of registrant as specified in its charter) Delaware 0001107050 36-4088644 (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification No.) 200 East Randolph Drive, Suite 4900 Chicago, Illinois 60601 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 482-9006 N/A (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 5. Other Events. On September 3, 2002, Click Commerce, Inc., a Delaware corporation ("Click Commerce"), issued a press release announcing that its Board of Directors had approved a one-for-five reverse split of the Company's common stock as a means of satisfying the Nasdaq minimum bid price requirement. The stockholders of Click Commerce approved the reverse stock split at a special meeting of stockholders of Click Commerce held on August 30, 2002. The Board of Directors has determined that the reverse stock split will be implemented at a one-for-five (1:5) ratio and has set the beginning of September 4, 2002, as the record and effective date for that reverse stock split. As of September 4, 2002, each five shares of outstanding common stock of Click Commerce automatically converted into one share of common stock. Click Commerce's common stock began trading on a post-split basis at the opening of trading on the Nasdaq National Market on September 4, 2002. A copy of the press release is attached hereto as Exhibit 99.1. Click Commerce expects to receive a Nasdaq Staff Determination letter on September 5, 2002, indicating that Click Commerce's common stock will have failed to comply with the $1.00 minimum bid price requirement for continued listing on the Nasdaq National Market set forth in Nasdaq Marketplace Rule 4310(c)(4), and that Click Commerce's common stock will be therefore subject to delisting from the Nasdaq National Market, as more fully described in the press release attached hereto as Exhibit 99.1. Click Commerce intends to file a request for a hearing before the Nasdaq Qualifications Panel to review the Staff Determination. Following this request, the date for this hearing will be established. Click Commerce has been advised that Nasdaq will not take any action to delist its stock pending the conclusion of that hearing. 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. Item 7. Financial Statements and Exhibits. Exhibit Description of Exhibit - -------------------------------------------------------------------------------- Number 99.1 Press release, dated September 3, 2002 - -------------------------------------------------------------------------------- SIGNATURE 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: September 4, 2002 Click Commerce, Inc. - -------------------------------------------------------------------------------- /s/ MICHAEL W. NELSON By: Michael W. Nelson Vice President, Chief Financial Officer, and Treasurer - -------------------------------------------------------------------------------- Click Commerce, Inc. Exhibit Index Exhibit Description of Exhibit - -------------------------------------------------------------------------------- Number 99.1 Press release, dated September 3, 2002 EX-99.1 3 dex991.txt PRESS RELEASE, DATED SEPTEMBER 3, 2002 Exhibit 99.1 Click Commerce Press Release CLICK COMMERCE BOARD APPROVES REVERSE STOCK SPLIT Action Intended to Satisfy Nasdaq Listing Requirement CHICAGO - September 3, 2002 - Click Commerce, Inc., (Nasdaq: CKCM), the most widely deployed provider of partner portal software, today announced that its Board of Directors has authorized a reverse stock split at a ratio of one-for- five (1:5), and has set September 4, 2002 as the effective date for the reverse stock split. Click Commerce is taking this action in order to satisfy the Nasdaq minimum bid price requirement. Click Commerce's stockholders, by an overwhelming majority, approved the reverse stock split at a special meeting of stockholders held August 30, 2002. "We have been executing well on our business strategy to focus on achieving profitability while keeping our customers happy, maintaining our product leadership and winning new customers," said Michael W. Ferro, Jr., Chairman and Chief Executive Officer of Click Commerce. "We believe we can continue this momentum and although it is not possible to predict future market conditions, we believe that implementing a reverse stock split will result in a trading price above the $1.00 per share minimum bid price requirement necessary for Click Commerce to meet the requirements for continued listing of its common stock on The Nasdaq National Market." Click Commerce believes that the reverse stock split will result in a trading price above the $1.00 per share minimum bid price requirement. However since this requirement will not have been satisfied for 10 consecutive trading days by September 5, 2002, Click Commerce expects to receive a Nasdaq Staff Determination letter at the close of business on September 5, 2002, indicating that Click Commerce's common stock has not complied with the $1.00 minimum bid price requirement for continued listing on The Nasdaq National Market set forth in Nasdaq Marketplace Rule 4450(a)(5), and that Click Commerce's common stock will therefore be subject to delisting from The Nasdaq National Market. Click Commerce intends to request a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination once it receives this letter. Click Commerce has been advised that Nasdaq will not take any action to delist Click Commerce's common stock pending the conclusion of that hearing and that if the Click Commerce common stock continues to trade above the $1.00 minimum bid price requirement for 10 consecutive trading days and Click Commerce continues to satisfy all other minimum listing conditions, such hearing may not be required. Shares of Click Commerce common stock will trade under the symbol "CKCMD" for 20 days after the reverse split goes into effect. About Click Commerce, Inc. Click Commerce (Nasdaq: CKCM - News) provides configurable portal solutions that enable global corporations to gain competitive advantage through improved relationships and operational efficiencies within their distribution channels through online commerce, channel management and partner relationship management. Corporations such as Black & Decker, Delphi, Emerson, Equistar, Kawasaki, Lubrizol, Mitsubishi, Motorola and Volvo have transformed their channel relationships using the Click Commerce Partner Portal and Click Commerce Applications. Founded in 1996, Click Commerce leverages more than five years of channel management expertise to enable global enterprises to significantly increase brand loyalty, customer satisfaction and financial performance. The company's software is used by corporations in more than 70 countries and in 15 languages. 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-----