Eric, here is some new info. about ONTC's latest puchase from 8K form. It comes out after today's close. Lucky guys jumped in before the closing bell. ONTC is going to use cash and shares to pay for the purchase. This purchase won't hurt their next Q earning. They estimate that one share is worth of more than 6 1/2. I includes here a section of 8K. Regarding Novell's interrest in this company, I agree with your thinking. They have the right products for the internet market. Their products allow administrators to better control a variety of computers on the network. You may know that companies buy different types of PCs and servers and operating systems over time, as determined by evolving computer products, available resouces, and especially diverse needs from different departments. I also found through the security filing data base that Metlife bought an unspecified number of shares at the end of January. On January 28, 1997, Wilma 96 Vermogensverwaltungs GmbH ("Wilma GmbH"), a wholly-owned subsidiary of ON Technology Corporation ("ON Technology"), entered into a definitive Stock Purchase Agreement (the "Purchase Agreement") with Hans- Till Freiherr von Ruxleben, Liliane Freifrau von Ruxleben, Eugen Heiter, Iska Heiter, Harald Moller, Reinhold Weber and Jochen Tschunke (the "Sellers") and csd Software GmbH, a German corporation ("csd"), pursuant to which Wilma GmbH purchased all of the outstanding capital stock of csd. The purchase price consisted of: (i) $5,000,000 in cash and (ii) approximately 1,315,790 newly issued shares, subject to certain post-closing adjustments, of ON Technology common stock with a value of $7,393,160 based on the average closing price of ON Technology Common Stock during the five business days preceding and the five business days following the date of execution of the definitive Purchase Agreement.
csd is engaged in the development, manufacture and sale of PC desktop software management tools. csd has its products running on networks as small as 100 nodes and as large as 50,000 nodes. csd's INTEGRA product family provides an integrated set of management tools that allows organizations to upgrade or install software applications, manage configurations, and do remote control on networked PCs running DOS, Windows, Windows 95 or Windows NT. Integra supports network servers running Unix, NetWare, or Windows NT, and networks running IP or IPX protocols. INTEGRA differentiates itself from other software management products by making it possible for the network administrator to upgrade the entire operating system on a PC. csd's principal asset consists of technology related to its software products.
The consideration payable by ON Technology in connection with its acquisition was determined by arm's length negotiations among ON Technology, the Sellers and csd. Funds for the cash portion of the purchase price were provided from ON Technology's available cash deposits. None of the Sellers has a material relationship with ON Technology, any affiliate of ON Technology, any director or officer of ON Technology, or any associate of any such director or officer.
Jia-Hao |