-----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, MeLjs6E1LqOf/f3vM4lidgaECghQgF/g/9cU7FNzflwTtKe8EE5a+TV/Sc5phTLK 4BpmKpt4YP8jCQc2F1S28A== 0001072613-01-500726.txt : 20010724 0001072613-01-500726.hdr.sgml : 20010724 ACCESSION NUMBER: 0001072613-01-500726 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010718 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATAWATCH CORP CENTRAL INDEX KEY: 0000792130 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 020405716 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19960 FILM NUMBER: 1686344 BUSINESS ADDRESS: STREET 1: TOWER 3, 5TH FLOOR STREET 2: 900 CHELMSFORD STREET CITY: LOWELL STATE: MA ZIP: 01851-8100 BUSINESS PHONE: 978-441-2200 8-K 1 form8-k_10756.txt DATAWATCH CORPORATION FORM 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) July 18, 2001 --------------- Datawatch Corporation - -------------------------------------------------------------------------------- (Exact name of Registrant as Specified in Charter) Delaware 000-19960 020405716 -------- --------- --------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 175 Cabot Street Suite 503 Lowell, MA 01851 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (978) 441-2200 -------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 5. OTHER EVENTS A. Letter of Intent. On July 18, 2001, Datawatch Corporation (the "Company") announced that it had entered into a letter of intent to sell its Guildsoft distribution subsidiary for approximately $1.4 million, including a contingent payment of $280,000 due in 12 months based on sales of the Company's Monarch product through Guildsoft. Guildsoft will continue to be the exclusive distribution partner for the Company's channel products such as Monarch, Monarch Data Pump and Redwing in Europe, the Middle East and Africa. The sale of the Guildsoft subsidiary is expected to close by September 2001. Completion of the transaction is dependent upon satisfaction of customary closing conditions including due diligence. The press release announcing the signing of the letter of intent is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. B. Reverse Stock Split. At a special meeting of stockholders of the Company held on July 23, 2001, an amendment to the Company's restated certificate of incorporation to effect a reverse stock split of the Company's common stock was approved by approximately 83% the Company's stockholders, and has been filed with the Secretary of State of Delaware. The Company's Board of Directors set the reverse split ratio at one-for-four and one-half (4.5). As a result of the reverse stock split, every four and one-half (4.5) shares of common stock will be combined into one share of common stock, and the total number of issued and outstanding shares of common stock will be reduced to approximately 2,527,000 shares. The reverse stock split became effective as of the close of business on July 23, 2001 and the Company anticipates that its shares of common stock will begin trading on the NASDAQ National Market on July 24, 2001 under the symbol "DWCHD". After twenty trading days, the "D" designation (signifying the reverse split) will be removed and the symbol will revert to "DWCH". The press release announcing the approval of the reverse stock split and the determination of the reverse stock split ratio is attached hereto as Exhibit 99.2 and is hereby incorporated by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. --------- Exhibit No. Description - ----------- ----------- 99.1 Press Release of the Company dated July 18, 2001 99.2 Press Release of the Company dated July 23, 2001 [Remainder of page intentionally left blank] -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. DATAWATCH CORPORATION Date: July 23, 2001 By: /s/ Robert Hagger ------------------------------------- Robert Hagger President and Chief Executive Officer -3- EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release of the Company dated July 18, 2001 99.2 Press Release of the Company dated July 23, 2001 -4- EX-99.1 2 ex99-1_10756.txt PRESS RELEASE DATED JULY 18, 2001 EXHIBIT 99.1 ------------ PRESS RELEASE DATAWATCH HAS ENTERED INTO A LETTER OF INTENT TO SELL ITS GUILDSOFT SOFTWARE DISTRIBUTION SUBSIDIARY NEW DATAWATCH CEO ROBERT HAGGER TAKES FIRST STEP IN RESTRUCTURING OF DATAWATCH BUSINESS LOWELL, Mass.--(BUSINESS WIRE)--July 18, 2001-- Datawatch Corporation (NASDAQ:DWCH - news) today announced that it has entered into a letter of intent to sell its Guildsoft distribution subsidiary for approximately $1.4 million, including a contingent payment of $280,000 due in 12 months based on Monarch sales through Guildsoft. Since 1989, Guildsoft has been successfully marketing premier software in the U.K. and Western Europe, operating virtual offices for several leading software developers and acting as an exclusive distribution partner for others. It has been a Datawatch subsidiary since 1996. Guildsoft will continue to be the exclusive distribution partner for Datawatch's channel products such as Monarch, Monarch Data Pump and Redwing in Europe, the Middle East and Africa. The sale is expected to close by end of the summer. The purchaser and detail terms are not being made public at this time. "Guildsoft is a strong, profitable business," commented Robert Hagger, President and CEO of Datawatch. "However, as it markets home and educational software in addition to business software, it does not fit in with our long term focus on business to business software and services. This is the first step in a number of strategic moves our new management team is implementing to improve operating efficiencies and get closer to our customers' needs." Completion of the transaction is dependent upon satisfaction of customary closing conditions including due diligence. ABOUT GUILDSOFT Based in Plymouth, United Kingdom, Guildsoft offers a menu of support services to those software/IT vendors which don't have the resources, or time, to best exploit the UK and European sales and marketing opportunities which come and go in the fast changing world of software/IT. Guildsoft has been successfully marketing home, business and educational software in the U.K. and Western Europe since 1989. The company's current product portfolio boasts a wide variety of market leading software solutions that range from Data Mining, Risk Analysis, and Data Security to Graphics, Home Business, and Astronomy. About Datawatch Corporation Datawatch Corporation is a leading provider of business intelligence, enterprise reporting, data transformation and support center solutions that enable organizations to increase productivity, reduce costs and gain competitive advantage. Datawatch products are used in more than 20,000 companies, institutions and government agencies worldwide. Datawatch is best known for its desktop report mining application Monarch, which is used by more than 350,000 professionals worldwide. Monarch technology is the de-facto standard for extracting data from report files. Datawatch has partnerships with a variety of key technology venders including Microsoft and Software AG. The company maintains offices throughout the US, Europe and Australia. For more information, visit us at www.datawatch.com. Monarch, Monarch Data Pump and Redwing are trademarks of Datawatch Corporation. All other trademarks are the properties of their respective owners. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any such statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations. The factors that could cause actual future results to differ materially from current expectations include the following: the satisfaction of the closing conditions and the completion of the sale of the Guildsoft subsidiary, the Company's dependence on its principal products, risks associated with international sales, an unfavorable result in any litigation, market acceptance of the new products, dependence on the introduction of new products and possible delays in those introductions. Further information on factors that could cause actual results to differ from those anticipated is detailed in various publicly-available documents, which include, but are not limited to, filings made by the Company from time to time with the Securities and Exchange Commission, including but not limited to, those appearing in the Company's Form 10-K for the year ended September 30, 2000. Any forward-looking statements should be considered in light of those factors. Datawatch Corp., 175 Cabot Street, Suite 503, Lowell, Massachusetts 01854 Phone: 978-441-2200 Fax: 978-441-1114 www.datawatch.com CONTACT: Datawatch Cheryl Delgreco 617-723-4004 delgreco@shore.net EX-99.2 3 ex99-2_10756.txt PRESS RELEASE DATED JULY 23, 2001 EXHIBIT 99.2 ------------ PRESS RELEASE CONTACT: ROBERT HAGGER (978) 441-2200 DATAWATCH STOCKHOLDERS APPROVE REVERSE STOCK SPLIT AT SPECIAL MEETING OF STOCKHOLDERS ------------------------------- LOWELL, MASS. - JULY 23, 2001 -- Datawatch Corporation (NASDAQ: DWCH) announced today that at a special meeting of stockholders held this morning, an amendment to the Company's restated certificate of incorporation to effect a reverse stock split of the Company's common stock was approved by approximately 83% the Company's stockholders, and has been filed with the Secretary of State of Delaware. The Company's Board of Directors set the reverse split ratio at one-for-four and one-half (1-for-4.5). As a result of the reverse stock split, every four and one-half (4.5) shares of common stock will be combined into one (1) share of common stock, and the total number of issued and outstanding shares of common stock will be reduced to approximately 2,527,000 shares. The reverse stock split became effective as of the close of business today and the Company anticipates that its shares of common stock will begin trading on the NASDAQ National Market tomorrow, Tuesday, July 24, 2001, under the symbol "DWCHD". After twenty trading days, the "D" designation (signifying the reverse split) will be removed and the symbol will revert to "DWCH". Pursuant to the decision of a Nasdaq Listing Qualifications Panel, in order for the Company to maintain its listing on the NASDAQ National Market, the Company must evidence a closing bid price of at least $1.00 per share on or before July 31, 2001 and, immediately thereafter, a closing bid price of at least $1.00 for a minimum of ten consecutive trading days. In order to fully comply with the terms of the Panel's decision, the Company must also be able to demonstrate compliance with all other requirements for continued listing on The Nasdaq National Market. Currently, the Company is not in compliance with the market value of public float requirement for continued listing. If the Company becomes subject to delisting for failure to comply with the market value of public float requirement, the Company may transfer its securities to The Nasdaq SmallCap Market, which has a lower minimum requirement, provided that the Company and its securities meet all of the other listing standards of that market. ABOUT DATAWATCH Datawatch Corporation, is a leading provider of business intelligence/enterprise reporting, data transformation and support center solutions that help organizations increase productivity, reduce costs and gain competitive advantage. Datawatch products are used in more than 20,000 companies, institutions and government agencies worldwide. Datawatch works with VARs, integrators, consultants and independent software vendors who sell and support Datawatch products. In addition, Datawatch works with OEM customers who embed Datawatch components and technologies in their own solutions. The corporate address for Datawatch is 175 Cabot Street, Suite 503, Lowell, MA 01854-3633; telephone (978) 441-2200, fax (978) 441-1114; http://www.datawatch.com. Monarch is a trademark of Datawatch Corporation. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Any statements contained in this press release that do not describe historical facts, including statements concerning the Company's common stock on Nasdaq, may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any such statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations. The factors that could cause actual future results to differ materially from current expectations include the following: the Company's failure to comply with the listing requirements of the Nasdaq National Market System, the Company's dependence on its principal products, risks associated with international sales, an unfavorable result in any litigation, market acceptance of the new products, dependence on the introduction of new products and possible delays in those introductions. Further information on factors that could cause actual results to differ from those anticipated is detailed in various publicly-available documents, which include, but are not limited to, filings made by the Company from time to time with the Securities and Exchange Commission, including but not limited to, those appearing in the Company's Form 10-K for the year ended September 30, 2000 and the Company's 10-Q for the quarter ended March 31,2001. Any forward-looking statements should be considered in light of those factors. Datawatch Corp., 175 Cabot Street, Suite 503, Lowell, Massachusetts 01854 Phone: 978-441-2200 Fax: 978-441-1114 www.datawatch.com CONTACT: Datawatch Cheryl Delgreco 617-723-4004 delgreco@shore.net -----END PRIVACY-ENHANCED MESSAGE-----