| To: Glenn Petersen who wrote (199) | 4/5/2002 12:05:19 PM | | From: StormRider | | | | form 8-K
ITEM 5. OTHER ITEMS
On April 5, 2002, divine, inc. ("divine") entered into an Agreement and Plan of Merger and Reorganization, dated as of April 5, 2002 (the "Merger Agreement") with Viant Corporation ("Viant"), pursuant to which DVC Acquisition Company, a direct, wholly-owned subsidiary of divine, will be merged with and into Viant (the "Merger"). Following the Merger, Viant will be a wholly-owned subsidiary of divine. Upon consummation of the Merger, each of the approximately 49 million outstanding shares of Viant common stock will be converted into the right to receive 3.977 shares of divine Class A common stock (the "Exchange Ratio"). The Merger Agreement also contemplates the payment by Viant of a cash dividend of $24 million, in the aggregate, to Viant stockholders immediately prior to the consummation of the Merger (the "Dividend"). The record date for the Dividend has not yet been set.
In addition, each outstanding option to purchase shares of Viant common stock under the Viant 1996 Stock Option Plan and the Viant 1999 Option Plan will be assumed by divine ("Company Options") and will become and represent an option to purchase that number of whole shares of divine Class A common stock (rounded down to the nearest full share) determined by multiplying the number of shares of Viant common stock issuable upon exercise of such option by the Conversion Ratio, at an exercise price equal to the exercise price of such Company Option divided by the Conversion Ratio, rounded up to the nearest whole cent. The Conversion Ratio is equal to the sum of the Exchange Ratio and the quotient of the per share Dividend paid to each stockholder and $.55. As of April 5, 2002, there were outstanding options to purchase a total of approximately 7.5 million shares of Viant common stock, with exercise prices ranging from $.025 to $46.25 per share, with a weighted average exercise price of $2.71 per share.
Consummation of the Merger is subject to a number of conditions, including (1) approval of the Merger by the stockholders of Viant and (2) approval of the issuance of the shares of Class A Common Stock of divine in connection with the Merger by the stockholders of divine.
For information regarding the terms and conditions of the Merger, including the consideration to be issued to Viant stockholders and the conditions to consummation of the Merger, reference is made to the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated by reference herein, and the press release jointly issued by divine and Viant on April 5, 2002, which is filed as Exhibit 99.1 hereto and incorporated by reference herein. |
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| To: StormRider who wrote (197) | 4/5/2002 12:37:10 PM | | From: AV8R | | | | | Recent price action doesn't provide a lot of hope it will move above $1 without a reverse split. I like the company, and was holding a bunch of shares, but I have been burnt a couple of time on reverse splits. They seem to always pull back after the split, this is when I will buy back in. |
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| To: StormRider who wrote (202) | 4/8/2002 2:33:21 PM | | From: StormRider | | | | divine Achieves Coveted Compaq SP Certified Status
Receiving Compaq's SP Certification Reinforces divine's Industry-Leading Status
CHICAGO, April 8 /PRNewswire-FirstCall/ -- divine, inc. (Nasdaq: DVIN - news), a leading provider of solutions for the extended enterprise, today announced the company was one of the first global Service Providers (SP) to be awarded SP Signature Certification status, -- the highest level of certification offered by Compaq, after an extensive review of divine's Managed Hosting Service. Compaq's SP Certification Program reviews quality and consistency as the chief criteria for achieving certification and divine's data center operations were evaluated to ensure that a consistent standard of quality is met company-wide for their Managed Hosting Service.
divine is already recognized as a leader in its industry and selected by its customers for its expertise in managed services with 360 Degree Security Solutions, Business Continuity Services (BCS) and its state-of-the-art Scalability Center. Together with divine's professional services and software services divisions, divine Managed Services provide enterprise customers with leading solutions that extend mission-critical applications, ensuring connectivity throughout the value chain for customers, partners and suppliers.
``Our SP Certification program requires a stringent assessment of an SP's complete end-to-end service, evaluating its delivery across six domains of availability,'' said Sean Hehir, managing director of the Compaq Worldwide Service Provider Business Unit. ``Our certification validates divine's service, and provides guidance and confidence to companies outsourcing their e-business requirements.''
To capture the best practices in the industry, Compaq designed the program with technical criteria based on industry standards (IT Infrastructure Library) and input from leading Service Providers, including divine. To earn its SP Signature Certification, divine participated in a three month evaluation process. A Compaq Global Services Business Critical Consultancy team reviewed divine's SLA-backed Managed Hosting Service and conducted a detailed on-site examination of the way the service is being delivered to divine customers. To ensure integrity and consistency of service, Service Providers go through an annual re-certification including an onsite review by Compaq Business Critical Consultants.
``divine is proud to be among the first global Service Providers to obtain SP Signature Certified status from Compaq,'' said Sunny C. Vanderbeck, president, divine Managed Services. ``This validates our commitment to providing fail-safe infrastructure for our customers. We want to eliminate the worry so our customers can focus on their goals and grow their business.'' |
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| To: StormRider who wrote (203) | 4/8/2002 2:34:11 PM | | From: StormRider | | | | divine, inc. Unifies Access to Web Content, Corporation Information, and Over 7,000 Business Publications for Oracle Portal Users
New Portlets Extend the Functionality of Oracle's 9i Portal Framework With Award Winning Search and Classification Technology
SAN DIEGO, April 8 /PRNewswire-FirstCall/ -- Oracle AppsWorld - Booth 2732) -- divine, inc., (Nasdaq: DVIN - news), a leading provider of solutions for the extended enterprise, today announced the availability of divine/Northern Light portlets for the Oracle 9i Application Server (AS) Portal Framework. These portlets enable the quick deployment of divine's search and content integration technology, allowing business users to quickly access Web content, corporate information and a comprehensive library of over 7,000 business publications. divine is a member of the Oracle Portal Partner Initiative (OPPI), and is exhibiting at Oracle AppsWorld in San Diego, Calif., April 7 - 10, 2002, in Booth No. 2732.
Companies are increasingly finding that desktop access to critical business information is essential to maintaining market leadership. The high- volume of content available from premium sources, internal information depositories, and the Web has made it increasingly difficult for users to pinpoint relevant information quickly. The combination of divine Search and Content Integration (dSCI) portlets and the Oracle 9i Application Server Portal Framework enables joint customers to quickly provision access to these information resources, and by providing this information to users, divine and Oracle customers can deliver a more useful and dynamic portal.
``By integrating with one of the market-leading application servers, divine is opening up the possibilities for its clients to get useful portals up and running quickly,'' said divine Chief Alliance Officer Katharine Wolanyk. ``The divine Portal Drivers program aims to provide easy integration with technology frameworks offered by divine partners, providing high value to our clients by saving the costs of re-architecting before deployment.''
divine Portal Drivers(TM) are a set of solutions that combine divine's leading software and service offerings with the major portal platforms. These solutions drive the success of portal initiatives by providing external content, content management, and collaboration, leading to increased user adoption and accelerated ROI.
Developed under the Oracle Portal Partner Initiative, the portlets provide quick access to a company's proprietary information, premium content and easy navigation of the Web:
-- divine SinglePoint(TM) powered by Northern Light provides integrated
search of all corporate information sources -- journal articles and
trade publications, market research and business analyst reports,
real-time news wires as well as a company's own internal, proprietary
content.
-- The divine/Northern Light Special Collection(TM) from divine is a
comprehensive on-line business library that provides instant access to
the full-text articles of over 7,000 business publications, trade
journals, market research and investment analysis reports, local,
national and international newswires and other premium sources of
content not available elsewhere on the Web.
-- divine Professional Web Search powered by Northern Light provides an
award-winning search engine designed for the needs of business
professionals; an essential tool for quickly finding information they
need via the Web.
Further enhancing the divine portlets for Oracle 9i AS are divine's Professional Services and Managed Services. This combination offers divine clients a customized solution to leverage the Oracle Framework throughout the enterprise and the capability to have the solution hosted, managed, and monitored from an industry-leading, secure and fail-safe facility. As part of the divine Portal Drivers Program, additional portlets will be available for the Oracle 9i AS later this year.
divine is an Oracle Certified Partner, General Business National Account and Regional CRM Systems Integrator. For more information about the divine portlets for the Oracle 9i AS, call 866-999-3846, or visit divine's Web site, www.divine.com . |
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| To: StormRider who wrote (204) | 4/8/2002 2:35:45 PM | | From: StormRider | | | | divine Achieves Elite Microsoft Gold Certified Status
Certification Recognizes divine as One of the First Companies to Provide Premier Levels of Service Quality and Customer Satisfaction for the Deployment Of Business Solutions on the Microsoft Platform
CHICAGO, April 8 /PRNewswire-FirstCall/ -- divine, inc. (Nasdaq: DVIN - news), a leading provider of solutions for the extended enterprise, today announced that divine has been named among the first Application Infrastructure Providers (AIPs) to demonstrate the service quality levels and commitment to customers required to be certified as a Microsoft Gold Certified Partner for Application Services and Hosting. This certification recognizes divine Managed Services' exceptional track record of providing customers the highest levels of availability, reliability and security for the Microsoft platform in a managed hosting environment. In a separate release today, divine announced that it has achieved the highest possible recognition of Signature Service Provider Certification from Compaq for its divine Managed Services offerings.
``Microsoft is extremely pleased to introduce the Gold Certified Partner program for Application Services and Hosting and to recognize divine as one of the first partners to meet the rigorous competency requirements for certification,'' said Enrique Fernandez-Laguilhoat, director of certified partner programs for Microsoft. ``divine is one of a few managed services providers with the expertise necessary to ensure that customers seeking infrastructure solutions will receive premier levels of quality. It has demonstrated unparalleled expertise on the Microsoft platform and has the proven practices in place to assure the highest levels of customer service and satisfaction, with top-of-the-line operations, technologies, services, and solutions.''
divine is already recognized as a leader in the industry for its expertise in managed services with 360 Degree Security Solutions, Business Continuity Services (BCS) and its state-of-the-art Scalability Center. Together with divine's professional services division, divine Managed Services provide enterprise customers with leading solutions that extend mission-critical applications, ensuring connectivity throughout the value chain for customers, partners and suppliers. In addition, divine has taken a leadership position in providing solutions for Web Services and .NET-based applications.
Microsoft's new Gold Certification Program is designed specifically for AIPs delivering a full set of infrastructure services, including managed Web hosting, managed Web applications, and .NET services for service providers and end-users. The program distinguishes certified partners' quality of services and commitment to customers and partners. Passing the stringent on-site assessments delivered by highly trained and certified, independent assessors, divine is among the first managed services providers to prove its abilities in successfully delivering consistent, high quality hosted services built on Microsoft technology.
``divine is very proud to be among the first to achieve Gold Certified status from Microsoft,'' said Sunny Vanderbeck, president of divine Managed Services. ``Companies can be confident when they choose divine that they are getting the highest level of availability, reliability and scalability in managed services for the Microsoft platform. divine is further distinguished by our total solution for the extended enterprise, which brings together technology, professional services, and managed services to deliver solutions that increase productivity and drive revenue.''
As Microsoft's First Global Windows 2000 Hosting Partner of the Year, divine already is a Microsoft Gold Certified Partner for Enterprise Systems. This certification recognizes partners that have a proven track record and skill set to architect, design, and plan large-scale enterprise deployments, as well as complex server design, and migration planning projects. The Microsoft Gold Certified Partner Program provides business development, sales support training, priority lead referrals and other joint market and sales opportunities for Gold Certified partners to contribute to their success. For more information about divine Managed Services, call 866.999.3846, or visit divine's Web site, divine.com . |
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