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 Report (Date of earliest event reported): July 22, 2003
ELEVON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19872 95-2862954
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
303 SECOND STREET, THREE NORTH, SAN FRANCISCO, CALIFORNIA 94107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 495-8811
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On July 22, 2003, the stockholders of Elevon, Inc. (the "Company"), a Delaware
corporation, approved the Agreement and Plan of Merger, dated as of May 8, 2003,
by and among the Company, SSA Global Technologies, Inc. ("SSA"), a Delaware
corporation, Seneca Merger Subsidiary Inc., a Delaware Corporation and
indirectly wholly-owned subsidiary of SSA, and Seneca Acquisition Subsidiary
Inc., a Delaware Corporation and indirectly wholly-owned subsidiary of SSA, and
the transactions contemplated by the merger agreement (the "Merger"). On July
22, 2003, the Merger was consummated. SSA's press release announcing these
events is attached to this Current Report on Form 8-K as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
See Exhibit Index attached hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 23, 2003 ELEVON, INC.
By: /s/ Kirk Isaacson
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Name: Kirk Isaacson
Title: President and Secretary
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
99.1 Press Release, issued on July 22, 2003, announcing that the
transactions contemplated by the Agreement and Plan of Merger,
dated as of May 8, 2003, by and among the Company, SSA Global
Technologies, Inc. ("SSA"), a Delaware corporation, Seneca
Merger Subsidiary Inc., a Delaware Corporation and indirectly
wholly-owned subsidiary of SSA, and Seneca Acquisition
Subsidiary Inc., a Delaware Corporation and indirectly
wholly-owned subsidiary of SSA, were consummated.
[LOGO SSA Global Technologies]
SSA GLOBAL TECHNOLOGIES COMPLETES ACQUISITION OF ELEVON
CHICAGO, JULY 22, 2003 - SSA Global Technologies Inc.(TM) (SSA GT(TM)), a
leading global provider of extended enterprise solutions and services, today
announced the completion of its acquisition of Elevon, Inc. (OTCBB: ELVN), a
global provider of advanced e-business and collaborative commerce solutions for
medium and large-sized customers. Pursuant to this transaction, SSA GT has
acquired 100 percent ownership of Elevon for an aggregate price of approximately
$20,466,458 in cash. As a result of this acquisition, each outstanding share of
Elevon's common stock has been converted into the right to receive $1.30 per
share in cash.
Elevon brings more than 125 customers spanning a variety of manufacturing and
services industries to SSA GT's existing client base.
"Similar to SSA GT, Elevon has large world-class customers such as Shopko, ADT
and Ryder," said Mike Greenough, president, chairman and CEO of SSA GT.
"Elevon's customers will now have the same opportunity to extend the value of
their IT investment through SSA GT's extension solutions and technologies, such
as corporate performance management, supply chain management and customer
relationship management."
ABOUT ELEVON
Elevon, Inc., headquartered in San Francisco, is a provider of advanced
business solutions in the areas of collaborative commerce and knowledge
management.
ABOUT SSA GLOBAL TECHNOLOGIES:
SSA Global Technologies, Inc. is a leading provider of extended enterprise
resource planning (ERP) solutions for manufacturing, services, and public
organizations worldwide. In addition to core ERP applications, SSA GT offers a
full range of practical integrated extended solutions including corporate
performance management, customer relationship management (CRM) and supply chain
and supplier relationship management. Headquartered in Chicago, SSA GT has 121
worldwide offices serving more than 16,000 customers that represent
market-leading companies in over 90 countries. For additional information, visit
the SSA GT web site at WWW.SSAGT.COM.
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SSA Global Technologies and SSA GT are trademarks of SSA Global Technologies,
Inc. Other products mentioned in this document are registered, trademarked or
service marked by their respective owners.
FORWARD LOOKING STATEMENTS
These materials may contain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995. Statements in this press release or otherwise
attributable to SSA GT regarding the business which are not historical fact,
including those regarding forecasted revenue, earnings, cash flow and liquidity
and the future prospects of its business, are "forward looking statements" made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Any "forward-looking statements" in these materials are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those stated. Any statements that are not statements of
historical fact (including without limitation statements to the effect that SSA
GT or its management "believes", "expects", "anticipates", "plans", "looks
forward" and similar expressions) should be considered forward-looking
statements. Many important factors could cause SSA GT's actual results to differ
materially from those expressed in the forward-looking statements made by or on
behalf of SSA GT, including, without limitation, the size and timing of license
transactions, the effect of economic conditions on the spending patterns of SSA
GT's customers, the impact of competitive products and services, the effect of
fluctuations in the economy and local currency, the ability of SSA GT to
accurately forecast revenue, the ability to maintain adequate cash flow, the
ability to maintain a satisfactory credit facility, the relationship between SSA
GT and its affiliates and suppliers, the ability to manage costs and expenses,
the availability of qualified resources, the ability to develop and enhance
products, and other unknown risks including those as may be detailed in other
SSA GT filings, reports and releases. SSA GT undertakes no obligation to revise
or publicly update these forward-looking statements, whether as a result of new
information or otherwise.
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For press inquiries, contact:
Maria Diecidue Christa Carroll
SSA Global Technologies Edelman
(312) 258-6000 (312) 233-1302
diecidue@ssax.com CHRISTA.CARROLL@EDELMAN.COM
END OF FILING