8-K 1 a05-3061_28k.htm 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):  February 2, 2005

 

CLICK COMMERCE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

[                  ]

 

36-4088644

(State or other
jurisdiction of incorporation

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

 

200 East Randolph Drive, 52nd Floor, 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.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.01                Acquisition or Disposition of Assets

 

On February 7, 2005, Click Commerce, Inc. (the “Company”) and its wholly owned subsidiary OPT Acquisition Inc. (“OPT Acquisition”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Optum, Inc. (“Optum”) and David Simbari, as representative of Optum’s stockholders, pursuant to which the Company acquired Optum through a merger of Optum with and into OPT Acquisition (the “Merger”).  In consideration for the Merger, the Company issued 1,405,360 shares of the Company’s common stock to the stockholder’s of Optum, of which 281,072 shares of the Company’s common stock are being held by an escrow agent for certain obligations of the stockholders of Optum pursuant to the Merger Agreement, assumed approximately $4,500,000 of Optum indebtedness, and incurred various transaction-related expenses.  The shares of the Company’s common stock are expected to be registered for resale on a Registration Statement on Form S-3.

 

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Agreement and Plan of Merger attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.               Financial Statements and Exhibits.

 

(a)           Financial Statements of Business Acquired

 

As of the date of the filing of this Current Report on Form 8-K, it is impracticable for the Company to provide the financial statements required by Item 9.01(a).  In accordance with Item 9.01(a) of Form 8-K, such financial statements shall be filed by an amendment to this Current Report on Form 8-K no later than April 25, 2005.

 

(b)           Pro Forma Financial Information

 

As of the date of filing of this Current Report on Form 8-K, it is impracticable for the Company to provide the pro forma financial information, as required by this Item 9.01(b).  In accordance with Item 9.01(b) of Form 8-K, such financial statements shall be filed by an amendment to this Current Report on Form 8-K no later than April 25, 2005.

 

(c)           Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Agreement and Plan of Merger, dated February 7, 2005, between Click Commerce, Inc., Opt Acquisition Inc., Optum, Inc. and David Simbari, as representative of the stockholders of Optum, Inc.

 

 

 

 

 

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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.

 

 

 

CLICK COMMERCE, INC.

 

 

 

 

 

 

Date: February 8, 2005

 

 

 

 

 

 

 

/s/ Michael W. Nelson

 

 

Name: Michael W. Nelson

 

 

Title: Vice President and Treasurer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Agreement and Plan of Merger, dated February 7, 2005, between Click Commerce, Inc., Opt Acquisition Inc., Optum, Inc. and David Simbari, as representative of the stockholders of Optum, Inc.

 

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