Microstrategy Inc 8-k (events Or Changes Between Quarterly Reports) 2009-02-20
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UNITED STATES 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): February 13, 2009
MICROSTRATEGY INCORPORATED (Exact n am e of re gistran t as spe cifie d in its ch arte r)
Delaware
0-24435
51-0323571
(State or O the r Ju risdiction of In corporation )
(C om m ission File Nu m be r)
(I.R.S . Em ploye r Ide n tification No.)
1861 International Drive McLean, Virginia
22102
(Addre ss of Principal Exe cu tive O ffice s)
(Zip C ode )
Registrant’s telephone number, including area code: (703) 848-8600 (Form e r n am e or form e r addre ss, if ch an ge d since last re port)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ®
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
®
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
®
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
®
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
Entry into a Material Definitive Agreement.
On February 13, 2009, MicroStrategy Incorporated (the “Company”) entered into an agreement (the “Purchase Agreement”) for the sale of all of its equity interest in Alarm.com Incorporated (“Alarm.com”) to Alarm.com Holdings, Inc. (the “Buyer”). The transaction closed on February 13, 2009. Alarm.com, which was a majority-owned subsidiary of the Company prior to the completion of the transaction, is a provider of web-enabled residential and commercial security and activity monitoring technology. As a result of the transaction, the Company received aggregate consideration of approximately $27.7 million in cash, subject to post-closing purchase price adjustments, if any, which will be determined based on Alarm.com’s working capital on the closing date. The Purchase Agreement contains customary seller representations, warranties, covenants and indemnification provisions, including obligations to provide indemnification for specified intellectual property matters. On February 17, 2009, the Company issued a press release regarding this transaction. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 2.01.
Completion of Acquisition or Disposition of Assets.
The information reported under Item 1.01 is incorporated herein by reference. Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits Exh ibit No.
De scription
99.1
Press Release dated February 17, 2009.
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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. Date: February 20, 2009
MicroStrategy Incorporated (Registrant) By: /s/ Michael J. Saylor Name: Michael J. Saylor Title: Chairman of the Board, President and Chief Executive Officer
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EXHIBIT INDEX Exh ibit No.
De scription
99.1
Press Release dated February 17, 2009. Exhibit 99.1
Contact: MicroStrategy Incorporated Investor Relations [email protected] (703) 848-8600 MicroStrategy Announces Sale of Alarm.com Subsidiary MCLEAN, Va., February 17, 2009 - MicroStrategy® Incorporated (NASDAQ: MSTR), a leading worldwide provider of business intelligence software, today announced the sale of its majority-owned subsidiary, Alarm.com Incorporated, to a consortium of investors led by ABS Capital Partners. Alarm.com is a provider of web-enabled residential and commercial security and activity monitoring technology. As a result of the sale, which was consummated on February 13, 2009, MicroStrategy received $27.7 million in cash in exchange for all of its ownership interest in Alarm.com, subject to customary post-closing adjustments, if any, for the working capital of Alarm.com Incorporated. About ABS Capital Partners Founded in 1990, ABS Capital Partners has established a strong track record for investment in later-stage growth companies. With over $1.5 billion raised since inception, ABS Capital helps companies choose the growth initiatives that build the greatest longer-term value. ABS Capital has partnered with numerous portfolio companies to achieve successful outcomes, including over 40 initial public offerings and acquisitions by market leaders like CBS Corporation, EMC Corporation, LabCorp and Pitney Bowes Inc. For more information please visit www.abscapital.com. About MicroStrategy Incorporated Founded in 1989, MicroStrategy is a global leader in business intelligence (BI) technology. MicroStrategy provides integrated reporting, analysis, and monitoring software that helps leading organizations worldwide make better business decisions every day. Companies choose MicroStrategy for its advanced technical capabilities, sophisticated analytics, and superior data and user scalability. More information about MicroStrategy (NASDAQ: MSTR) is available at www.microstrategy.com. This press release may include statements that may constitute “forward-looking statements,” including estimates of future business prospects or financial results and statements containing the words “believe,” “estimate,” “project,” “expect” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results of MicroStrategy Incorporated and its subsidiaries (collectively, the “Company”) to differ materially from the forward-looking statements. Factors that could contribute to such differences include: the ability of the Company to effect a timely general release of the MicroStrategy 9 software in the first quarter of 2009; the ability of the Company to implement and achieve widespread customer acceptance of its MicroStrategy 9 software on a timely basis; the Company’s ability to recognize deferred revenue through delivery of products or satisfactory performance of services; continued acceptance of the Company’s products in the marketplace; the timing of significant orders; delays in the Company’s ability to develop or ship new products; market acceptance of new products; competitive factors; general economic conditions, including significant downturns in industries, including the financial services and retail industries, in which we have a significant number of customers; currency fluctuations; and other risks detailed in the Company’s registration statements and periodic reports filed with the Securities and Exchange Commission. By making these forwardlooking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
UNITED STATES 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): February 13, 2009
MICROSTRATEGY INCORPORATED (Exact n am e of re gistran t as spe cifie d in its ch arte r)
Delaware
0-24435
51-0323571
(State or O the r Ju risdiction of In corporation )
(C om m ission File Nu m be r)
(I.R.S . Em ploye r Ide n tification No.)
1861 International Drive McLean, Virginia
22102
(Addre ss of Principal Exe cu tive O ffice s)
(Zip C ode )
Registrant’s telephone number, including area code: (703) 848-8600 (Form e r n am e or form e r addre ss, if ch an ge d since last re port)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ®
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
®
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
®
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
®
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
Entry into a Material Definitive Agreement.
On February 13, 2009, MicroStrategy Incorporated (the “Company”) entered into an agreement (the “Purchase Agreement”) for the sale of all of its equity interest in Alarm.com Incorporated (“Alarm.com”) to Alarm.com Holdings, Inc. (the “Buyer”). The transaction closed on February 13, 2009. Alarm.com, which was a majority-owned subsidiary of the Company prior to the completion of the transaction, is a provider of web-enabled residential and commercial security and activity monitoring technology. As a result of the transaction, the Company received aggregate consideration of approximately $27.7 million in cash, subject to post-closing purchase price adjustments, if any, which will be determined based on Alarm.com’s working capital on the closing date. The Purchase Agreement contains customary seller representations, warranties, covenants and indemnification provisions, including obligations to provide indemnification for specified intellectual property matters. On February 17, 2009, the Company issued a press release regarding this transaction. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 2.01.
Completion of Acquisition or Disposition of Assets.
The information reported under Item 1.01 is incorporated herein by reference. Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits Exh ibit No.
De scription
99.1
Press Release dated February 17, 2009.
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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. Date: February 20, 2009
MicroStrategy Incorporated (Registrant) By: /s/ Michael J. Saylor Name: Michael J. Saylor Title: Chairman of the Board, President and Chief Executive Officer
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EXHIBIT INDEX Exh ibit No.
De scription
99.1
Press Release dated February 17, 2009. Exhibit 99.1
Contact: MicroStrategy Incorporated Investor Relations [email protected] (703) 848-8600 MicroStrategy Announces Sale of Alarm.com Subsidiary MCLEAN, Va., February 17, 2009 - MicroStrategy® Incorporated (NASDAQ: MSTR), a leading worldwide provider of business intelligence software, today announced the sale of its majority-owned subsidiary, Alarm.com Incorporated, to a consortium of investors led by ABS Capital Partners. Alarm.com is a provider of web-enabled residential and commercial security and activity monitoring technology. As a result of the sale, which was consummated on February 13, 2009, MicroStrategy received $27.7 million in cash in exchange for all of its ownership interest in Alarm.com, subject to customary post-closing adjustments, if any, for the working capital of Alarm.com Incorporated. About ABS Capital Partners Founded in 1990, ABS Capital Partners has established a strong track record for investment in later-stage growth companies. With over $1.5 billion raised since inception, ABS Capital helps companies choose the growth initiatives that build the greatest longer-term value. ABS Capital has partnered with numerous portfolio companies to achieve successful outcomes, including over 40 initial public offerings and acquisitions by market leaders like CBS Corporation, EMC Corporation, LabCorp and Pitney Bowes Inc. For more information please visit www.abscapital.com. About MicroStrategy Incorporated Founded in 1989, MicroStrategy is a global leader in business intelligence (BI) technology. MicroStrategy provides integrated reporting, analysis, and monitoring software that helps leading organizations worldwide make better business decisions every day. Companies choose MicroStrategy for its advanced technical capabilities, sophisticated analytics, and superior data and user scalability. More information about MicroStrategy (NASDAQ: MSTR) is available at www.microstrategy.com. This press release may include statements that may constitute “forward-looking statements,” including estimates of future business prospects or financial results and statements containing the words “believe,” “estimate,” “project,” “expect” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results of MicroStrategy Incorporated and its subsidiaries (collectively, the “Company”) to differ materially from the forward-looking statements. Factors that could contribute to such differences include: the ability of the Company to effect a timely general release of the MicroStrategy 9 software in the first quarter of 2009; the ability of the Company to implement and achieve widespread customer acceptance of its MicroStrategy 9 software on a timely basis; the Company’s ability to recognize deferred revenue through delivery of products or satisfactory performance of services; continued acceptance of the Company’s products in the marketplace; the timing of significant orders; delays in the Company’s ability to develop or ship new products; market acceptance of new products; competitive factors; general economic conditions, including significant downturns in industries, including the financial services and retail industries, in which we have a significant number of customers; currency fluctuations; and other risks detailed in the Company’s registration statements and periodic reports filed with the Securities and Exchange Commission. By making these forwardlooking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
