-----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, JjUsV6zrWEKMW0m7DpcRTrVMZZO1dlIpG+DjgYNXa55CooPtULqjeQkRuGy6cwr2 iUUJaofz28itEhQ5lincbQ== 0000891618-02-001625.txt : 20020415 0000891618-02-001625.hdr.sgml : 20020415 ACCESSION NUMBER: 0000891618-02-001625 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020401 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOCUMENTUM INC CENTRAL INDEX KEY: 0000930885 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954261421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27358 FILM NUMBER: 02600160 BUSINESS ADDRESS: STREET 1: 6801 KOLL CENTER PARKWAY CITY: PLEASANTON STATE: CA ZIP: 94566-3145 BUSINESS PHONE: 9256006800 MAIL ADDRESS: STREET 1: 6801 KOLL CENTER PARKWAY CITY: PLEASANTON STATE: CA ZIP: 94566-3145 8-K 1 f80568e8-k.txt DOCUMENTUM 8-K APRIL 1, 2002 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 EARLIEST EVENT REPORTED: APRIL 1, 2002 DOCUMENTUM, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NO. 0-27358 DELAWARE 95-4261421 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 6801 KOLL CENTER PARKWAY, PLEASANTON, CALIFORNIA 94566-7047 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(Registrant's telephone number, including area code): (925) 600-6800 Item 5. Other Events. On April 1, 2002, Documentum, Inc. announced that it plans to report that revenue for the quarter ended March 31, 2002 exceeded analysts' estimates. A copy of the press release announcing the result is filed herewith as Exhibit 99.1. On April 1, 2002, Documentum announced its intention to offer $100 million of senior convertible notes ($115 million if an option for an additional $15 million is exercised in full) in a private placement. A copy of the press release announcing the proposed offering is filed herewith as Exhibit 99.2. On April 2, 2002, Documentum announced the pricing of $125 million of senior convertible notes due 2007 ($143.750 million if an option for an additional $18.750 million is exercised in full). Documentum announced that the notes are convertible into shares of Documentum common stock at a conversion price of $30.02 per share and will accrue interest at an annual rate of 4.5% subject to customary adjustments. Documentum stated that consummation of the sale of the notes is expected to occur on April 5, 2002 and is subject to customary closing conditions. A copy of the press release announcing the pricing is filed herewith as Exhibit 99.3. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit 99.1 Press Release, dated April 1, 2002, entitled "Documentum Beats All Analysts' First Quarter Revenue Estimates." Exhibit 99.2 Press Release, dated April 1, 2002, entitled "Documentum Announces Proposed Offering of Senior Convertible Notes." Exhibit 99.3 Press Release, dated April 2, 2002, entitled "Documentum Announces Pricing of Private Offering of Senior Convertible Notes."
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 2nd day of April 2002. DOCUMENTUM, INC. By: /s/ Sayed M. Darwish -------------------------------- Sayed M. Darwish Vice President, General Counsel and Secretary EXHIBIT INDEX
Number Description - ------ ----------- 99.1 Press Release, dated April 1, 2002, entitled "Documentum Beats All Analysts' First Quarter Revenue Estimates." 99.2 Press Release, dated April 1, 2002, entitled "Documentum Announces Proposed Offering of Senior Convertible Notes." 99.3 Press Release, dated April 2, 2002, entitled "Documentum Announces Pricing of Private Offering of Senior Convertible Notes."
EX-99.1 3 f80568ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE APRIL 1, 2002 DOCUMENTUM PUBLIC RELATIONS CONTACT: DOCUMENTUM INVESTOR RELATIONS CONTACT: Bonnie Harris Patricia Menchaca B3 Communications Documentum (415) 332-5816 patricia.menchaca@documentum.com bharris@b3communications.com DOCUMENTUM BEATS ALL ANALYSTS' FIRST QUARTER REVENUE ESTIMATES PLEASANTON, CALIF. --APRIL 1, 2002 - Documentum, Inc. (Nasdaq: DCTM), the leading enterprise content management provider, today pre-announced that it plans to report total revenue of approximately $50.0 million for the first fiscal quarter of 2002, coming in on the high side of the company's previously guided range of $47.0 to $50.0 million. This revenue exceeds the average Wall Street estimate of $48.5 million for total revenue. Full financial results for the first quarter will be released to the public on April 18, 2002, after the market closes. Investors can listen to a live teleconference on Thursday, April 18, 2002 at 2:00 p.m. PT by calling 913-981-5508. A recording of the conference call will be available beginning April 18, 2002 at approximately 5:00 p.m. PT through April 24, 2002. The dial-in number for the replay is 719-457-0820. The pass code for both the live call and replay is 641045. For comparative purposes, except where noted, the quarterly earnings per share results for historical periods discussed have been revised to reflect a two-for-one stock split which occurred on November 14, 2000. ABOUT DOCUMENTUM Documentum is the industry's leading enterprise content management provider, automating the production, exchange and personalization of all types of content, making it easier for the Global 2000 to gain competitive advantage by connecting employees, business partners and customers, worldwide. Built on an Internet-scale, XML-enabled and standards-compliant platform, Documentum products manage Web content, power portals, enable collaborative commerce, and solve regulatory content challenges. Over 300 partners across all major industries, including high tech, pharmaceutical, healthcare, consulting services, government, manufacturing, financial services, automotive, retail, and consumer goods, build and implement specialized applications using Documentum's content management infrastructure. For more information, visit Documentum on the Web at www.documentum.com. ### Documentum and the Documentum logo are trademarks or registered trademarks of Documentum, Inc. in the US and throughout the world. All other company and product names are used for identification purposes only and may be trademarks of their respective owners. Documentum cannot guarantee completion of any future products or product features mentioned in this document, and no reliance should be placed on their availability. Printed in the U.S.A. In addition to historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. The company's future actual results could differ materially from the forward-looking statements discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed from time to time in the company's public reports filed with the Securities and Exchange Commission, such as those under "Risk Factors" included in the company's annual report on Form 10-K for the fiscal year ended December 31, 2000 and the company's quarterly report on Form 10-Q for the quarter ended September 30, 2001, as well as the company's other public reports filed with the Securities and Exchange Commission. The company undertakes no obligation to update or revise these forward-looking statements. EX-99.2 4 f80568ex99-2.txt EXHIBIT 99.2 EXHIBIT 99.2 FOR IMMEDIATE RELEASE APRIL 1, 2002 DOCUMENTUM PUBLIC RELATIONS CONTACT: DOCUMENTUM INVESTOR RELATIONS CONTACT: Bonnie Harris Patricia Menchaca B3 Communications Documentum (415) 332-5816 patricia.menchaca@documentum.com bharris@b3communications.com DOCUMENTUM ANNOUNCES PROPOSED OFFERING OF SENIOR CONVERTIBLE NOTES PLEASANTON, CALIF. --APRIL 1, 2002 - Documentum, Inc. (Nasdaq: DCTM), the leading enterprise content management provider, today announced that it intends to offer $100 million of senior convertible notes for sale ($115 million if an option for an additional $15 million is exercised in full), subject to market and other conditions. The notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act of 1933. It is expected that the notes, which will be convertible into shares of Documentum stock at a price to be determined, will be due in 2007. The notes will be redeemable at Documentum's option beginning in 2005. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital and possible future acquisitions. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. The securities to be offered will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and are being offered by the initial purchasers only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Unless so registered, the notes and any common stock issued upon conversion of the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. ### EX-99.3 5 f80568ex99-3.txt EXHIBIT 99.3 EXHIBIT 99.3 FOR IMMEDIATE RELEASE APRIL 2, 2002 DOCUMENTUM PUBLIC RELATIONS CONTACT: DOCUMENTUM INVESTOR RELATIONS CONTACT: Bonnie Harris Patricia Menchaca B3 Communications Documentum (415) 332-5816 patricia.menchaca@documentum.com bharris@b3communications.com DOCUMENTUM ANNOUNCES PRICING OF PRIVATE OFFERING OF SENIOR CONVERTIBLE NOTES PLEASANTON, CALIF. --APRIL 2, 2002 - Documentum, Inc. (Nasdaq: DCTM), the leading enterprise content management provider, today announced the pricing of a private placement of $125 million of its 4.5% senior convertible notes due April 1, 2007. The offering is expected to close on April 5, 2002. The company has also granted to the initial purchaser a 30-day option to acquire an additional $18.750 million of the notes. The notes are convertible into shares of Documentum stock at a conversion price of $30.02 per share. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital and possible future acquisitions. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. The securities being offered have not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and unless so registered, the notes and any common stock issued upon conversion of the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. ### -----END PRIVACY-ENHANCED MESSAGE-----