-----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, JTp43BNBYUt/rlbMw8+4jSngSyDTKBnPTxyv+1dVlLAcNnqbGUedbAhx1rJd58kG Ge8leDpBvLGVIWZVGXb5bQ== 0000914317-04-002014.txt : 20040513 0000914317-04-002014.hdr.sgml : 20040513 20040513140942 ACCESSION NUMBER: 0000914317-04-002014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040512 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSS SYSTEMS INC/CA CENTRAL INDEX KEY: 0000873594 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942170198 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19092 FILM NUMBER: 04802333 BUSINESS ADDRESS: STREET 1: 2 CONCOURSE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7703519600 MAIL ADDRESS: STREET 1: 2 CONCOURSE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30328 8-K 1 form8k-60462_ross.txt 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 12, 2004 ------------- ROSS SYSTEMS, INC. ---------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE -------------------------------------------- (State or other jurisdiction of incorporation) 0-19092 94-2170198 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) Two Concourse Parkway, Suite 800, Atlanta, Georgia 30328 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) 770-351-9600 ---------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5. Other Events and Required FD Disclosure On September 4, 2003, chinadotcom corporation, CDC Software Holdings, Inc. and Ross Systems, Inc. (collectively, the "Parties") entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the merger (the "Merger") of CDC Software Holdings, Inc. with and into Ross Systems, Inc., with Ross Systems surviving as a wholly owned subsidiary of chinadotcom. On October 3, 2003, the Parties executed an amendment to the Merger Agreement removing the obligations of the Parties to use their reasonable best efforts to cause the Merger to qualify as a tax-free reorganization and removing chinadotcom's obligation to cause its outside counsel to deliver an opinion to Ross and its stockholders relating to a tax-free reorganization. On January 7, 2004, the Parties entered into a second amendment to the Merger Agreement (the "Second Amendment"). The Second Amendment amended the Merger Agreement to provide, among other things, Ross Systems stockholders with the right to elect to receive, for each share of Ross Systems common stock, either $19.00 in a combination of cash and chinadotcom shares or $17.00 in cash. Under the Second Amendment, Ross Systems stockholders were entitled to make this election at any time prior to the close of business on the tenth business day following the closing. On April 29, 2004, the Parties executed a third amendment to the Merger Agreement (the "Third Amendment"). The Third Amendment changed the deadline for Ross Systems stockholders to make the election described above from the close of business on the tenth business day after the closing to the close of business on the business day immediately preceding the closing date. On May 12, 2004, the parties executed a fourth amendment to the Merger Agreement (the "Fourth Amendment"). The Fourth Amendment is to provide for a sixty day extension to the Merger Agreement to September 1, 2004 from July 1, 2004. The additional time is required to allow for completion of the Securities Exchange Commission review process. The Fourth Amendment is attached as Exhibit 99.1. 2 ITEM 7. Financial Statements, Pro Forma Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ---------- ----------- 99.1 Amendment dated May 12, 2004 to the Agreement and Plan of Merger dated September 4, 2003, and amended as of October 3, 2003, January 7, 2004 and April 29, 2004 by and among chinadotcom corporation, CDC Software Holdings, Inc. and Ross Systems, Inc. 3 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. ROSS SYSTEMS, INC. (Registrant) By: /s/ Verome M. Johnston ----------------------- Verome M. Johnston Vice President and Chief Financial Officer Dated: May 13, 2003 4 EXHIBIT INDEX Number Description ------ ----------- 99.1 Amendment dated May 12, 2004 to the Agreement and Plan of Merger dated September 4, 2003, and amended as of October 3, 2003, January 7, 2004 and April 29, 2004 by and among chinadotcom corporation, CDC Software Holdings, Inc. and Ross Systems, Inc. 5 EX-99.1 2 ex99.txt Exhibit 99.1 FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FOURTH AMENDMENT, dated as of May 12, 2004 (this "Amendment"), to the --------- Agreement and Plan of Merger, dated as of September 4, 2003 and amended as of October 3, 2003, January 7, 2004 and April 29, 2004 (the "Merger Agreement"), by ---------------- and among CHINADOTCOM CORPORATION, a company organized under the laws of the Cayman Islands ("Parent"), CDC SOFTWARE HOLDINGS, INC., a Delaware corporation ------ and a wholly owned subsidiary of Parent ("Merger Sub"), and ROSS SYSTEMS, INC., ---------- a Delaware corporation (the "Company"). Capitalized terms used but not defined ------- herein have the meanings assigned to such terms in the Merger Agreement. Pursuant to the terms of the Merger Agreement and in accordance with Section 9.04 thereof, the parties hereto agree to amend the Merger Agreement as follows: Section 1 Amendment to Section 6.02. Section 6.02(b) of the Merger ------------------------- Agreement is amended by deleting the subsection in its entirety and replacing such subsection with the following: "(b) enter into any negotiation or Contract with respect to any transaction (other than the Merger and an acquisition by Parent of Pivotal Corporation, a company based in Vancouver, B.C.) that would, to the knowledge of Parent acting reasonably, (i) materially delay or adversely affect the ability of the parties to obtain any approvals or clearances from Governmental Authorities required to permit consummation of the Merger, or (ii) delay the date of mailing of the Proxy Statement (or require an amendment to the Proxy Statement following such mailing) such that the Closing would be delayed past September 1, 2004." Section 2 Amendment to Section 9.01. Section 9.01(b) of the Merger ------------------------- Agreement is amended by deleting the subsection in its entirety and replacing such subsection with the following: "(b) by any of Parent, Merger Sub or the Company if (i) the Effective Time shall not have occurred on or before September 1, 2004; provided, however, that the right to terminate this Agreement under this Section 9.01(b)(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the applicable date; (ii) any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger; or (iii) this Agreement shall not have been approved and adopted in accordance with Delaware Law by the Company's stockholders at the Company Stockholders' Meeting;" 6 Section 3 Full Force and Effect. Except as expressly amended hereby, the --------------------- Merger Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. Section 4 Governing Law. This Amendment shall be governed by, and ------------- construed in accordance with, the Laws of the State of Delaware applicable to Contracts executed in and to be performed in that State. Section 5 Counterparts. This Amendment may be executed and delivered ------------ (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized. CHINADOTCOM CORPORATION By: /s/ Steven Chan --------------------- Name: Steven Chan Title: General Counsel and Company Secretary CDC SOFTWARE HOLDINGS, INC. By: /s/ Steven Chan --------------------- Name: Steven Chan Title: Authorized Signatory ROSS SYSTEMS, INC. By: /s/ J. Patrick Tinley -------------------------- Name: J. Patrick Tinley Title: Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----