8-K 1 e19143_8k.txt FORM 8-K 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): September 28, 2004 PRIMUS KNOWLEDGE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Washington 000-26273 91-1350484 ---------------------------- ----------- ------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1601 Fifth Street, Suite 1900 Seattle, Washington 98101 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (206) 834-8100 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)) Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement and 1.02 Termination of a Material Definitive Agreement. In 1997, Primus Knowledge Solutions, K.K. (Primus KK) became an exclusive reseller of certain of our products and a provider of support services in Japan. Primus KK is owned 19% by us and 81% by Trans Cosmos, Inc. (TCI). TCI is also a significant shareholder of ours, owning approximately 8.1% of our outstanding common stock, or 1.9 million shares. Yasuki Matsumoto, a member of our board of directors, is an Executive Vice President of TCI. By its terms, the distribution agreement with Primus KK continues until March 31, 2006, subject to certain conditions and termination rights. In July 2002, January 2003, May 2003 and September 2003, we amended the distribution agreement with Primus KK, and Primus KK has assumed a more significant role in product localization and support for the Japanese market. On September 28, 2004, we entered into a new Software License Agreement with Primus KK in exchange for our receipt of payments from Primus KK totaling $625,000, which we expect to receive in the current quarter. Included in this amount is a final payment of $500,000 for guaranteed minimum royalties. We have granted Primus KK a perpetual, royalty-free license to the Japanese version of our source code for eServer 4.0 and 5.2. The perpetual license gives Primus KK the ability to sell these eServer products and derivative works only in Japan and in the Japanese language. We also agreed not to sell the eServer line in Japan, unless such activity is part of a worldwide licensing arrangement. The Primus KK distribution agreement has been terminated and our ownership interest in Primus KK has been transferred to TCI. Primus KK has no further rights to any other current or future Primus products. The Software License Agreement is attached as Exhibit 10.32 to this Report. 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. PRIMUS KNOWLEDGE SOLUTIONS, INC. (Registrant) Dated: September 28, 2004 By: /s/ Ronald M. Stevens ---------------------------- Name: Ronald M. Stevens Title: Chief Financial Officer EXHBIT INDEX Exhibit No. Description ----------- ----------- 10.32 Software License Agreement dated as of September 28, 2004 between Primus Knowledge Solutions, Inc. and Primus Knowledge Solutions, K.K.

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): August 10, 2004

PRIMUS KNOWLEDGE SOLUTIONS, INC. (Exact name of registrant as specified in its charter)

Washington		000-26273		91-1350484
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS employer identification no.)

1601 Fifth Avenue, Suite 1900, Seattle, Washington				98101
(Address of principal executive offices)				(Zip code)

Registrant’s telephone number, including area code: (206) 834-8100

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

Item 5. Other Events and Required FD Disclosure. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. SIGNATURES Exhibit Index EX-99.1 AGREEMENT AND PLAN OF MERGER EX-99.2 FORM OF VOTING AGREEMENT

Item 5. Other Events and Required FD Disclosure.

On August 10, 2004, we announced that we have entered into a definitive agreement and plan of merger with Art Technology Group, Inc., a Delaware corporation (“ATG”). In connection with the merger agreement, certain of our shareholders holding approximately 14.6% of our outstanding common stock have entered into voting agreements with ATG, pursuant to which such shareholders have agreed to vote in favor of the merger. Copies of the agreement and plan of merger and the form of voting agreement are attached as exhibits 99.1 and 99.2 to, and incorporated by reference in, this current report.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Number		Title
99.1		Agreement and Plan of Merger dated as of August 10, 2004, by and among Art Technology Group, Inc., Autobahn Acquisition, Inc. and Primus Knowledge Solutions, Inc.
99.2		Form of Voting Agreement dated as of August 10, 2004, by and between Art Technology Group, Inc. and certain individual shareholders of Primus Knowledge Solutions, Inc.

-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.

	PRIMUS KNOWLEDGE SOLUTIONS, INC.
Dated: August 17, 2004	By:	/s/ David Williamson
		David Williamson Executive Vice President Business Affairs, General Counsel and Secretary

-3-

Exhibit Index

Number		Title
99.1		Agreement and Plan of Merger dated as of August 10, 2004, by and among Art Technology Group, Inc., Autobahn Acquisition, Inc. and Primus Knowledge Solutions, Inc.
99.2		Form of Voting Agreement dated as of August 10, 2004, by and between Art Technology Group, Inc. and each of certain individual stockholders of Primus Knowledge Solutions, Inc.

-4-

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · PRIMUS KNOWLEDGE SOLUTIONS INC