SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 14, 2003 (October 8,
2003)
FIREPOND, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-29251 41-1462409
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
8009 SOUTH 34TH AVENUE
MINNEAPOLIS, MN 55425
(Address of principal executive office)
(952) 229 - 2300
(Registrant's telephone number including area code)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On October 9, 2003, Firepond, Inc. (the "Company"), announced that it
entered into an Agreement and Plan of Merger, dated as of October 8, 2003 (the
"Merger Agreement"), with Jaguar Technology Holdings, LLC, a Delaware limited
liability company ("Parent"), and Fire Transaction Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Parent ("Purchaser"). The Merger
Agreement provides for the commencement by Purchaser of a tender offer to
purchase all of the issued and outstanding shares of the Company's common stock,
par value $.10 per share (the "Shares"), at a price of $3.16 per share (the
"Offer Price"), net to the selling stockholders in cash, without interest,
subject to the satisfaction of the conditions set forth in the Merger Agreement
(the "Tender Offer") and, following the purchase of the Shares pursuant to the
Tender Offer and subject to the conditions set forth in the Merger Agreement, a
merger (the "Merger") of Purchaser into the Company. Pursuant to the Merger
Agreement, at the effective time of the Merger, each outstanding Share, other
than Shares as to which dissenters' rights have been duly asserted, perfected
and not subsequently forfeited, under the Delaware General Corporation Law,
Shares held by the Company as treasury stock, and Shares held by the Parent,
Purchaser or any wholly-owned subsidiary of Parent, will be converted into the
right to receive $3.16 per share in cash, without interest (the "Merger
Consideration"). Shares that are held by the Company as treasury stock and any
Shares owned by Parent, Purchaser or any wholly-owned subsidiary of the Parent
will be canceled and retired and will cease to exist and no Merger Consideration
will be delivered in exchange therefor.
The Merger Agreement also contains a number of representations, warranties
and covenants by the parties. The Tender Offer and the Merger are subject to a
number of conditions, and the Merger Agreement may be terminated under certain
circumstances, as set forth in the Merger Agreement.
As provided in the Merger Agreement, the Company granted the Purchaser an
option to purchase at the Offer Price shares of Common Stock, provided that the
option may only be exercised if Purchaser and Parent will, immediately following
the exercise of the Option, own at least 90% of the outstanding Shares,
determined on a fully-diluted basis. The Option is only exercisable if Shares
representing at least 80% of the outstanding Shares, determined on a
fully-diluted basis, are tendered, and is subject to Nasdaq rules which limit
the number of shares a Nasdaq-listed company may issue without stockholder
approval.
The Parent, Purchaser, and certain of the Company's stockholders, have
also entered into a Tender and Voting Agreement, dated as of October 8, 2003,
(the "Tender and Voting Agreement"), pursuant to which the holders of
approximately 46.8% of the Company's Shares have agreed, among other things,
subject to the termination of the Tender and Voting Agreement (i) to tender in
the Tender Offer all Shares beneficially owned by them, (ii) to appoint the
Purchaser as their proxy to vote their Shares in connection with the Merger
Agreement, and (iii) not to otherwise transfer any of their Shares. The Tender
and Voting Agreements will terminate upon the termination of the Merger
Agreement.
The Merger Agreement and the Tender and Voting Agreements are filed as
exhibits to this report and are incorporated by reference herein. The
description of the Merger Agreement and the Tender and Voting Agreement set
forth above does not purport to be complete and is qualified in its entirety by
reference to the provisions of such agreements.
NOTICE FOR FIREPOND, INC. STOCKHOLDERS AND INTERESTED PARTIES. This
announcement is neither an offer to purchase nor a solicitation of an offer to
sell shares of any class of stock of Firepond, Inc. Following commencement of
the tender offer, the Company intends to file a solicitation / recommendation
statement on Schedule 14D-9 (the "Schedule 14D-9"). The Company's security
holders should read the Schedule 14D-9 when it becomes available as it will
contain important information regarding the transaction. Investors will be able
to obtain, without charge, a copy of the Schedule 14D-9 and other filed
documents relating to this transaction from the Company and through the website
of the Securities and Exchange Commission at www.sec.gov.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of October 8, 2003, by and
among Firepond, Inc., Jaguar Technology Holdings, LLC and Fire
Transaction Sub, Inc. Pursuant to Item 601(b)(2) of Regulation S-K,
schedules to the Agreement are not filed herewith. The Company
agrees to furnish supplementally a copy of any omitted schedules to
the Commission upon request.
2.2 Tender and Voting Agreement, dated as of October 8, 2003, by and
among GAP Coinvestment Partners, L.P., Jaguar Technology
Holdings, LLC and Fire Transaction Sub, Inc.
2.3 Tender and Voting Agreement, dated as of October 8, 2003, by
and among GAP Coinvestment Partners II, L.P.,
Jaguar Technology Holdings, LLC and Fire Transaction Sub, Inc.
2.4 Tender and Voting Agreement, dated as of October 8, 2003, by and
among General Atlantic Partners 40, L.P., Jaguar Technology
Holdings, LLC and Fire Transaction Sub, Inc.
2.5 Tender and Voting Agreement, dated as of October 8, 2003, by and
among General Atlantic Partners 46, L.P., Jaguar Technology
Holdings, LLC and Fire Transaction Sub, Inc.
2.6 Tender and Voting Agreement, dated as of October 8, 2003, by and
among General Atlantic Partners 52, L.P., Jaguar Technology
Holdings, LLC and Fire Transaction Sub, Inc.
99.1 Press Release, dated October 9, 2003.
ITEM 9. REGULATION FD DISCLOSURE
On October 9, 2003, the Company and Jaguar Technology Holdings, LLC issued
a joint press release announcing that the Company, Jaguar Technology Holdings,
LLC and Fire Transaction Sub, Inc. signed the Merger Agreement. The Company is
furnishing the press release as Exhibit 99.1 to this report.
SIGNATURE
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.
October 14, 2003 FIREPOND, INC.
By: /s/ Kristi Smith
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Name: Kristi Smith
Title: Chief Financial Officer