SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 2, 2003
MERCATOR SOFTWARE, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22667 06-1132156
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(State or Other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
45 Danbury Road, Wilton, Connecticut 06897
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 761-8600
Item 5. Other Events.
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On August 2, 2003, Mercator Software, Inc., a Delaware corporation
("Mercator"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Ascential Software Corporation, a Delaware corporation
("Parent"), and Greek Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Parent ("Sub"), providing for, among other things:
(i) an offer (the "Offer") by Sub to purchase all of Mercator's outstanding
common stock, par value $0.01 per share, and the associated preferred stock
purchase rights (collectively, the "Shares"); and (ii) following consummation of
the Offer, the merger (the "Merger") of Sub with and into Mercator.
Prior to the execution and delivery of the Merger Agreement, Mercator and
The Bank of New York (the "Rights Agent") entered into the Second Amendment (the
"Amendment") to the Rights Agreement dated as of September 2, 1998, as amended
as of January 8, 2003 (the "Rights Agreement") in order to exempt the Offer and
the Merger and related transactions from the Rights Agreement and to provide
that the Rights (as defined in the Rights Agreement) will expire immediately
prior to the consummation of the Merger.
Among other things, the Amendment:
(i) amends the definition of "Acquiring Person" set forth in the
Rights Agreement to provide that:
(A) neither Parent, Sub nor any of their respective Affiliates
or Associates (as defined in the Rights Agreement) shall be
deemed to be an Acquiring Person solely by virtue of: (x)
the execution and delivery of the Merger Agreement or the
Option Agreement (as defined in the Merger Agreement); (y)
the acquisition of Shares pursuant to the Merger Agreement
or the Option Agreement; or (z) the consummation of the
other transactions contemplated in the Merger Agreement or
the Option Agreement; and
(B) neither Parent, Sub, any other party to the Stock Tender
Agreement (as defined in the Merger Agreement) nor any of
their respective Affiliates or Associates shall be deemed to
be an Acquiring Person solely by virtue of: (x) the
execution and delivery of the Stock Tender Agreement; or (y)
any actions taken or effected pursuant to the Stock Tender
Agreement;
(ii) amends the definition of "Final Expiration Date" set forth in the
Rights Agreement to mean the earlier to occur of: (x) the close of
business on September 2, 2008; or (y) the time immediately prior
to the Effective Time (as defined in the Merger Agreement); and
(iii) amends the "flip-in" and "flip-over" provisions set forth in
Sections 11 and 13, respectively, of the Rights Agreement in order
to exempt the Offer and the Merger and related transactions from
the Rights Agreement.
A copy of the Amendment is attached hereto as Exhibit 3 and is
incorporated herein by reference. The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Amendment.
Item 7. Financial Statements, PRO FORMA Financial Information.
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(a) Financial Statements of Business Acquired:
Not applicable
(b) PRO FORMA Financial Information:
Not applicable
(c) Exhibits.
1. Rights Agreement dated as of September 2, 1998 between TSI
International Software LTD. (now known as Mercator
Software, Inc.) and The Bank of New York, as Rights Agent,
which includes as Exhibit A the form of Certificate of
Designations of Series A Junior Participating Preferred
Stock, as Exhibit B the Form of Right Certificate and as
Exhibit C the Summary of Rights to Purchase Preferred
Shares (included as Exhibit 4.1 to the Registration
Statement on Form 8-A filed by the registrant with the SEC
on September 4, 1998 and incorporated herein by reference)
2. Amendment to Rights Agreement dated as of January 8, 2003
between the registrant and The Bank of New York, as Rights
Agent (included as Exhibit 4.1 to Amendment No. 1 to the
Registration Statement on Form 8-A filed by the registrant
with the SEC on January 13, 2003 and incorporated herein by
reference)
3. Second Amendment to Rights Agreement dated as of August 2,
2003 between the registrant and The Bank of New York, as
Rights Agent
SIGNATURE
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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 thereunto duly authorized.
Date: August 4, 2003
MERCATOR SOFTWARE, INC.
By: /s/ Roy C. King
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Roy C. King
Chairman of the Board of Directors,
Chief Executive Officer and President
EXHIBIT INDEX
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Exhibit No. Description
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3. Second Amendment to Rights Agreement dated as of August 2,
2003 between the registrant and The Bank of New York, as
Rights Agent