Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Form 8-K for Xybernaut Corporation 9 33K
2: EX-2 Form of Agreement and Plan of Merger 88 383K
3: EX-4 Form of Registration Rights Agreement 16 64K
4: EX-99.1 Press Release Dated March 30, 2000 3 13K
5: EX-99.2 Press Release Dated April 14, 2000 2 13K
EX-99.1 — Press Release Dated March 30, 2000
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XYBERNAUT(R) ADDS ENTERPRISE MANAGEMENT SOLUTIONS WITH
ACQUISITION OF SELFWARE, INC.
EXPANDED SOLUTIONS EXPECTED TO RESULT IN INCREASED REVENUES AND MARKET
PENETRATION
FAIRFAX, Va., March 30 /PRNewswire/ -- Xybernaut Corporation (Nasdaq: XYBR ),
the leader in wearable computing and communications systems, today announced
that as part of an overall program to provide total solutions for its customers,
it had executed a definitive merger agreement with Selfware Inc., a leading
provider of enterprise management services and software for projects,
maintenance and work flow.
Selfware's proprietary OPMIST asset management system has been installed in over
200 sites worldwide at shipyards, utilities, manufacturers, departments of
transportation, military bases and railroads. Among other alliances, Selfware is
a Microsoft Certified Solutions Provider, an authorized Lotus Notes Provider, an
Oracle Program Member and a Sun Catalyst Partner.
Current and past customers for Selfware in the aerospace, defense, utility,
transportation, manufacturing and information technology industries include
DuPont, Mack Trucks, the Northrop-Grumman Joint STARS program, U.S. Postal
Service, Port Authority of New York and Departments of Transportation in
Louisiana, Maine, Minnesota, New York, and New Mexico.
Selfware provides programming capabilities in a variety of advanced languages
including Visual Basic and Visual C++, along with database experience in
Microsoft SQL server, Oracle and Sybase. Telecommunication and information
technology for asset management are also provided by Selfware for computers,
hubs, routers and data lines, along with asset management software for linear
referenced assets including roads, railways, utility, and pipelines. Selfware's
solutions have been developed for Windows 95/98, Windows NT, UNIX and Novell
Netware.
Selfware is a privately-held company that was founded in 1983 and has over 30
full-time employees at its headquarters in Vienna, Virginia and an office in
Seattle, Washington. For the twelve months ended December 31, 1999, revenues for
Selfware were approximately $5.0 million, gross profit was approximately $2.0
million and net income was approximately $0.1 million. Under the terms of the
definitive agreement, the value of Selfware is determined by a formula with a
maximum valuation of approximately $8.1 million. If the closing were to take
place today, such formula would result in approximately 400,000 shares of
Xybernaut stock to be exchanged for the stock of Selfware, for an effective
price of $20.23 per share of Xybernaut stock. The approval of Selfware
shareholders for the acquisition is expected by the end of next week. The
transaction is intended to be accounted for as a pooling of interests. A
fairness opinion for the acquisition was provided to Xybernaut by a leading
investment bank.
Edward G. Newman, president and CEO of Xybernaut, stated, "A central component
of our long-term strategy is to make our wearable and core computers the
centerpiece of solutions for our customers and the acquisition of Selfware is a
key step in executing that strategy. Selfware brings revenues and an expanding
customer base in the very markets that Xybernaut has targeted for growth, along
with the capabilities to readily transfer this experience to new customers and
markets. By utilizing our channel partners to leverage the solutions offered by
Selfware, we believe that this acquisition will allow Xybernaut to more rapidly
expand our revenues."
Jacques Rebibo, chairman and CEO of Selfware, Inc., added that, "In two years,
Selfware has expanded its revenues over 175% as customers have embraced our
value-added solutions. By combining Xybernaut's products with our software and
services, I am confident that we can accelerate revenues of the combined
Xybernaut/Selfware entity by reaching new markets. Our employees and
shareholders have enthusiastically aligned themselves with Xybernaut, because we
believe strongly in Xybernaut's prospects, market leadership and strong
intellectual property position." Mr. Rebibo was a member of Xybernaut's board of
directors from January 1996 to August 1997 and has been chairman and CEO of
Selfware since May 1997.
About Xybernaut Corporation
Xybernaut Corporation is the leading provider of mobile convergence solutions,
and wearable computing hardware, software and services. The company's patented
wearable computer, called the Mobile Assistant IV(R) (MA IV(R)), is a
full-function Pentium PC that runs Microsoft MS-DOS, Windows, and Windows NT,
along with UNIX, Linux and other operating systems that run on the Intel x86
architecture. The MA IV allows users hands-free access to information in the
computer's internal storage, in local area networks and on the Internet on an
as-needed, where-needed basis. Xybernaut's software is designed to provide users
with the right information when and where it's needed, using consistent
navigation techniques and screen presentations. With the MA IV, customers
realize immediate savings in maintenance and repair, diagnosis, inspection,
inventory control and data collection procedures. Key industries using
Xybernaut's products include manufacturing, distribution, transportation,
government, and utilities. Headquartered in Fairfax, Virginia, Xybernaut has
offices and subsidiaries in Europe (Germany) and Asia (Japan). Visit Xybernaut's
web site at http://www.xybernaut.com.
MS-DOS, Windows and Windows NT are registered trademarks of Microsoft
Corporation.
This press release contains forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995 (the "Act"). In particular,
when used in the preceding discussion, the words "plan," "confident that,"
"believe," "expect," or "intend to," and similar conditional expressions are
intended to identify forward-looking statements within the meaning of the Act
and are subject to the safe harbor created by the Act. Such statements are
subject to certain risks and uncertainties and actual results could differ
materially from those expressed in any of the forward-looking statements. Such
risks and uncertainties include, but are not limited to, market conditions, the
availability of components and production of the Mobile Assistant, general
acceptance of the Company's products and technologies, competitive factors, the
ability
to successfully complete additional financing and other risks described
in the Company's SEC reports and filings.
Dates Referenced Herein and Documents Incorporated by Reference
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