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): March 12, 2004
--------------
INFORTE CORP.
(Exact name of registrant as specified in its charter)
Delaware 000-29239 36-3909334
-------- --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
150 North Michigan Avenue, Suite 3400
Chicago, Illinois 60601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (312) 540-0900
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On March 12, 2004, Inforte Corp., a Delaware corporation ("Inforte"),
completed the acquisition of Compendit, Inc., a Delaware corporation
("Compendit"), pursuant to the terms of an Agreement of Merger (the "Merger
Agreement"), dated March 4, 2004 among Inforte; INFC Acquisition Corp., a wholly
owned subsidiary of Inforte; Compendit; and Kevin McDonald, as stockholder
representative.
Effective March 12, 2004, INFC Acquisition Corp. merged with and into
Compendit. with Compendit surviving the merger as a wholly owned subsidiary of
Inforte. All outstanding shares of Compendit stock were converted into the right
to receive cash based on an initial aggregate cash payment at closing of $5.5
million, with an additional aggregate cash payment of up to $500,000 payable
after the closing based on a closing statement calculation, and a right to
receive an additional aggregate amount of up to $6.3 million payable in cash in
2005 and 2006 as an earn-out based on 2004 performance.
The initial closing payment was made out of Inforte's cash reserves. It
is expected that any additional cash payments of merger consideration under the
Merger Agreement will also be paid out of Inforte's cash reserves.
A copy of the Merger Agreement is incorporated herein by reference and
is included as Exhibit 2.1. Financial information regarding Compendit and
proforma financial information giving effect to the acquisition required to be
filed under Item 2 of Form 8-K will be included in a subsequent amendment to
this Current Report Form 8-K.
Compendit offers Business Intelligence services that allow SAP
customers to strategically analyze information and forecast for optimized
operations, better customer service and improved bottom-lined performance, by
leveraging SAP BW by applying analytic solutions and innovative technologies,
such as portals across the enterprise and in specific business areas such as
Customer Relationship Management and Supply Chain Management. Founded in 1999,
Compendit is headquartered in Chicago, Illinois, with an office location in
Germany.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Agreement of Merger, dated as of March 4, 2004 among Inforte, INFC
Acquisition Corp., Compendit, and Kevin McDonald, as Stockholder
Representative.
-2-
SIGNATURES
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.
INFORTE CORP.
March 12, 2004 By: /s/ Nick Heyes
-------------------------------------
Nick Heyes
Chief Financial Officer
-3-