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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
JANUARY 14, 2002
Date of Report (Date of earliest event reported)
DAVOX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-15578 02-0364368
(State or other (Commission File No.) (IRS Employer
jurisdiction of incorporation) Identification No.)
6 TECHNOLOGY DRIVE
WESTFORD, MASSACHUSETTS 01886
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 952-0200
Not applicable
(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets
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On January 14, 2002, Davox Corporation, a Delaware corporation
("Davox"), completed its acquisition of CellIt, Inc., a Florida corporation
("CellIt"), by means of a merger of AP Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of Davox, with and into CellIt pursuant to an
Agreement and Plan of Merger dated as of January 10, 2002 (the "Merger
Agreement"). The merger was effected by the simultaneous filing of a Certificate
of Merger with the Secretary of State of Delaware and Articles of Merger and
Plan of Merger with the Department of State of Florida on January 14, 2002.
CellIt is a provider of comprehensive, unified customer interaction management
solutions for contact centers.
Promptly after the effective time of the merger, Davox will issue an
aggregate of 544,366 shares of Davox common stock, par value $0.10 per share,
and $9,259,313 in cash in exchange for all of the outstanding shares of capital
stock of CellIt. Pursuant to the terms of the Merger Agreement, each outstanding
share of capital stock of CellIt converted into the right to receive the
following consideration:
. Each outstanding share of CellIt Series A Preferred Stock
was converted into the right to receive approximately 0.019
shares of Davox common stock and approximately $.269 in
cash.
. Each outstanding share of CellIt Series B Preferred Stock
was converted into the right to receive approximately 0.044
shares of Davox common stock and approximately $.625 in
cash.
. Each outstanding share of CellIt Common Stock was converted
into the right to receive a cash payment equal to
approximately $0.095.
Additionally, pursuant to the terms of the Merger Agreement, Davox made
payments totaling $920,741 to satisfy certain obligations of Cellit.
Each holder of CellIt capital stock who is otherwise entitled to a
fraction of a share of Davox common stock will receive cash in lieu thereof. In
accordance with the terms of the Merger Agreement and an Escrow Agreement, an
aggregate of $2,230,000 in cash has been placed in an escrow account to secure
certain indemnification obligations of CellIt under the Merger Agreement.
The Davox common stock issued in connection with the merger was issued
in reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended. Davox used available cash on hand to pay for
the cash portion of the merger consideration. The purchase price and terms for
the transaction were determined in arms-length negotiations. Davox will account
for the transaction under the purchase method of accounting.
The terms of the merger are more fully described in the Merger
Agreement and the Registration Rights Agreement, which are filed as Exhibits 2.1
and 10.1, respectively, and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
(a) Financial Statements of Business Acquired.
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It is impracticable to provide the financial statements required
by Item 7(a) of Form 8-K relating to the merger at the time this report is
filed. Such required financial information will be filed as soon as practicable,
but not later than March 29, 2002.
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(b) Pro Forma Financial Information.
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It is impracticable to provide the pro forma financial information
required by Item 7(b) of Form 8-K relating to the merger at the time this report
is filed. Such required pro forma financial information will be filed as soon as
practicable, but not later than March 29, 2002.
(c) Exhibits.
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Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of January 10, 2002
by and among Davox Corporation, AP Acquisition Corp., and
CellIt, Inc.
10.1 Registration Rights Agreement dated as of January 14,
2002, by and among Davox Corporation and certain former
stockholders of CellIt, Inc.
99.1 Press Release dated as of January 10, 2002
99.2 Press Release dated as of January 16, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DAVOX CORPORATION
January 28, 2002
By: /s/ James D. Foy
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James D. Foy
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of January 10, 2002 by and
among Davox Corporation, AP Acquisition Corp., and CellIt, Inc.
10.1 Registration Rights Agreement dated as of January 14,
2002, by and among Davox Corporation and certain
former stockholders of CellIt, Inc.
99.1 Press Release dated as of January 10, 2002.
99.2 Press Release dated as of January 16, 2002.