SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 17, 2003
MERCATOR SOFTWARE, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22667 06-1132156
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
45 Danbury Road, Wilton, Connecticut 06897
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 761-8600
Item 5. Other Events.
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In a press release dated April 21, 2003, a copy of which is attached as
Exhibit 99.1 to this report and is incorporated into this Item 5 by reference,
the Board of Directors of Mercator Software, Inc. ("Mercator") announced an
agreement reached with Strategic Software Holdings and various affiliates
thereof (collectively, "SSH") pursuant to which SSH agreed (i) to immediately
terminate its pending proxy contest against Mercator and (ii) not to pursue its
previously announced proposal to acquire Mercator. A copy of the settlement
agreement with SSH is attached as Exhibit 99.2 to this report and is
incorporated into this Item 5 by reference.
Item 7. Financial Statements and Exhibits.
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The following exhibits are being furnished pursuant to Item 5.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release of Mercator, dated April 21, 2003.
99.2 Settlement Agreement dated as of April 17, 2003 by and among
SSH, Broken Arrow I, L.P., Rodney Bienvenu, James Dennedy,
Empire Capital Partners, L.P., Empire GP, L.L.C., Empire
Capital Management, L.L.C., Charter Oak Partners, L.P.,
Scott A. Fine, Peter J. Richards, Peter J. Boni, Daniel
Hoogterp, Edward Sanchez, Jr., Sean P. Sears and Michael R.
Wodopian, on the one hand, and Mercator , on the other hand.
SIGNATURE
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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 thereunto duly authorized.
MERCATOR SOFTWARE, INC.
Date: April 21, 2003 By: /s/ Roy C. King
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Name: Roy C. King
Title: Chairman of the Board of Directors,
Chief Executive Officer and President
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release of Mercator, dated April 21, 2003.
99.2 Settlement Agreement dated as of April 17, 2003 by and among
SSH, Broken Arrow I, L.P., Rodney Bienvenu, James Dennedy,
Empire Capital Partners, L.P., Empire GP, L.L.C., Empire
Capital Management, L.L.C., Charter Oak Partners, L.P.,
Scott A. Fine, Peter J. Richards, Peter J. Boni, Daniel
Hoogterp, Edward Sanchez, Jr., Sean P. Sears and Michael R.
Wodopian, on the one hand, and Mercator , on the other hand.
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