-----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, SKQ4oBmcGk146U9/jD7kofEGwGtIspLB9AV+O96Qrd4mFhuREnSkxRuRRE7IA/Az +09oGDam6iNfHkmD1Y0CRQ== 0000891020-02-001501.txt : 20021016 0000891020-02-001501.hdr.sgml : 20021016 20021015182125 ACCESSION NUMBER: 0000891020-02-001501 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021015 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERLINQ SOFTWARE CORP CENTRAL INDEX KEY: 0000802242 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 911187540 STATE OF INCORPORATION: WA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21402 FILM NUMBER: 02789849 BUSINESS ADDRESS: STREET 1: 11980 N E 24TH STREET CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: 4258271112 MAIL ADDRESS: STREET 1: 11980 N E 24TH STREET CITY: BELLEVUE STATE: WA ZIP: 98005 8-K 1 v84940ke8vk.htm FORM 8-K Interlinq Software Corporation
Table of Contents

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

October 15, 2002


Date of Report
(Date of earliest event reported)

INTERLINQ SOFTWARE CORPORATION


(Exact name of registrant as specified in its charter)
         
Washington   0-21402   91-1187540

 
 
(State or other jurisdiction
of incorporation)
  (Commission File No.)   (IRS Employer
Identification No.)

11980 N.E. 24th Street, Bellevue, Washington 98005


(Address of principal executive offices, including zip code)

(425) 827-1112


(Registrant’s telephone number, including area code)

 


Item 1. Changes in Control of Registrant
Item 7. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.2


Table of Contents

Item 1. Changes in Control of Registrant

     On October 15, 2002, Interlinq Software Corporation, a Washington corporation (the “Company”), was acquired by Harland Financial Solutions, Inc., an Oregon corporation (“Harland”), pursuant to the terms of an Agreement and Plan of Merger, dated as of August 5, 2002 (the “Agreement”), by and among, Harland Acquisition Corporation, a Washington corporation and wholly owned subsidiary of Harland (the “Merger Sub”), Harland and the Company. A copy of the Agreement was attached to the Company’s definitive proxy statement issued in connection with a special meeting of its shareholders, filed on September 16, 2002 with the Securities and Exchange Commission, and incorporated herein by reference in its entirety.

     Pursuant to the Agreement, the Merger Sub was merged with and into the Company and the Company became a wholly-owned subsidiary of Harland. As a result of the merger, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive $6.25 a share in cash, without interest. Holders of the Company’s stock options are also entitled to receive $6.25 a share in cash, without interest, less the exercise price of the option representing each share. For additional information concerning the merger consideration and the source of such consideration, reference is made to the disclosure contained in the Company’s definitive proxy statement under the caption “The Merger-Consideration Offered to Interlinq Shareholders”, a copy of which is incorporated herein by reference.

     The foregoing summary is qualified in its entirety by reference to the Agreement and the Company’s press release announcing completion of the merger, copies of which are also filed as exhibits hereto or incorporated herein by reference in their entirety.

-2-


Table of Contents

Item 7. Financial Statements and Exhibits

     (c)  Exhibits

     
Number   Description

 
2   Agreement and Plan of Merger, dated as of August 5, 2002, by and among Harland Financial Solutions, Inc., Harland Acquisition Corporation and Interlinq Software Corporation, filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on September 16, 2002, and incorporated herein by reference.
99.1   Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on September 16, 2002, and incorporated herein by reference.
99.2   Press Release, dated October 15, 2002, filed herewith.

-3-


Table of Contents

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.

     Date: October 15, 2002
     
  INTERLINQ SOFTWARE CORPORATION
 
 
  By:  /s/ Michael H. Jackman
 
  Name: Michael H. Jackman
Title: President and Chief Executive Officer

-4-


Table of Contents

EXHIBIT INDEX

     
Number   Description

 
2   Agreement and Plan of Merger, dated as of August 5, 2002, by and among Harland Financial Solutions, Inc., Harland Acquisition Corporation and Interlinq Software Corporation, filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (see Exhibit 99.1 below), and incorporated herein by reference.
99.1   Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on September 16, 2002, and incorporated herein by reference.
99.2   Press Release, dated October 15, 2002, filed herewith.

-5- EX-99.2 3 v84940kexv99w2.htm EXHIBIT 99.2 Press Release Dated October 15, 2002

 

EXHIBIT 99.2

THE FOLLOWING IS A PRESS RELEASE ISSUED BY INTERLINQ SOFTWARE CORPORATION ON OCTOBER 15, 2002.

     
News Release   H
PO Box 105250, Atlanta, GA 30348
(770) 981-9460
www.harland.net

For More Information, Contact:

     
Investors   Media
John Stakel
Vice President, Treasurer
770-593-5697
jstakel@harland.net
  John Pensec
Director of Corporate Communications
770-593-5443
jpensec@harland.net

HARLAND FINANCIAL SOLUTIONS COMPLETES
ACQUISITION OF INTERLINQ

Acquisition Secures Leadership Position In Mortgage Technology Market

ATLANTA (October 15, 2002) – Harland Financial Solutions, Inc., a wholly owned subsidiary of John H. Harland Company (NYSE: JH), announced today that it has completed its acquisition of INTERLINQ Software Corporation (Nasdaq: INLQ).

Located in Bellevue, Washington, INTERLINQ is the leading provider of mortgage loan origination, production, and servicing solutions. The INTERLINQ® family of products are used by over 1,400 banks, thrifts, credit unions and mortgage companies.

INTERLINQ is now part of Harland Financial Solutions’ Mortgage Solutions Group, which also includes the SMART™ Suite of mortgage solutions. Michael Jackman, president and chief executive officer of INTERLINQ, will assume leadership of the Mortgage Solutions Group for Harland Financial Solutions.

“The strategic product development direction established at INTERLINQ over the last year dovetails perfectly with the path Harland Financial Solutions is on,” said Michael Jackman. “We see tremendous opportunities through the integration of our respective industry leading product lines.”

John O’Malley, president of Harland Financial Solutions, added “There are three reasons why we acquired INTERLINQ. First, it gives us a clear leadership position in the mortgage technology market. Second, it leverages our expertise in compliance. And third, we value INTERLINQ’s reputation for exceptional customer service.”

 


 

Harland Financial Solutions Completes Acquisition of INTERLINQ
October 15, 2002
Page Two

About Harland Financial Solutions
Harland Financial Solutions (www.harlandfinancialsolutions.com) supplies software and services to thousands of financial institutions of all sizes. Harland Financial Solutions is a leader in deposit & loan origination, platform, teller, call-center, mortgage, business intelligence, core processing and customer relationship management systems.

About Harland
Atlanta-based John H. Harland Company (www.harland.net) is listed on the New York Stock Exchange under the symbol “JH.” Harland is a leading provider of software and printed products to the financial institution market. Harland’s software solutions include loan origination software, database marketing, host processing and mortgage services. Harland’s printed products offerings include checks, direct marketing and financial forms. Scantron Corporation (www.scantron.com), a wholly owned subsidiary, is a leading provider of software services and systems for the collection, management and interpretation of data to the financial, commercial and educational markets.

RISK FACTORS AND CAUTIONARY STATEMENTS
This press release contains statements, which may constitute “forward-looking statements.” These statements include statements regarding the intent, belief or current expectations of John H. Harland Company and members of its respective management, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those contemplated by such forward-looking statements. Reference is made to the Risk Factors and Cautionary Statements in Harland’s Form 10-K and Form 10-Q filed under the Securities Exchange Act.

  -----END PRIVACY-ENHANCED MESSAGE-----