FullTime Software Announces Merger with Legato Systems.SAN MATEO San Mateo (săn mətā`ō), city (1990 pop. 85,486), San Mateo co., W Calif., on San Francisco Bay; inc. 1894. It is a commercial and retail center with some high-technology manufacturing. San Mateo, Spanish for St. , Calif.--(BUSINESS WIRE)--Oct. 26, 1998--FullTime Software, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :FTSW), formerly known as Qualix Group, Inc., announced today that it has agreed to merge with Legato (Legato Systems, Inc., Mountain View, CA, www.legato.com) A leading provider of storage management and high-availability software founded in 1988 and acquired by EMC Corporation in 2003. Legato software, including Celestra data management (data mining, data migration, etc. Systems, Inc. (NASDAQ:LGTO LGTO Legato Systems (stock symbol) ). Pursuant to an agreement and plan of reorganization dated as of October 25, 1998, each holder of an outstanding share of FullTime common stock will receive a fraction of a share of Legato common stock equal to the exchange ratio. The exchange ratio is determined by dividing the numerator numerator the upper part of a fraction. numerator relationship see additive genetic relationship. numerator Epidemiology The upper part of a fraction , which is 1,721,000 shares of Legato common stock, by the denominator, which is equal to the sum of the aggregate number of shares of FullTime common stock outstanding at the effective time of the merger and the aggregate number of shares of FullTime common stock issuable pursuant to outstanding options. As of October 22, 1998, FullTime had outstanding approximately 10.7 million shares of common stock and 1.4 million shares of FullTime common stock issuable pursuant to outstanding options. For example, at Friday's closing price of Legato stock at $40.31, one share of FullTime common stock would be valued at $5.73. The combination, which is expected to close in late December 1998 or early January 1999, will be accounted for as a tax-free pooling of interests Pooling of Interests An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together. Notes: The opposite of pooling of interests is the purchase acquisition method. and is subject to the approval of FullTime*s stockholders. Legato has received the agreement of certain Company stockholders holding approximately 20% of the Company's common stock to vote in favor of the transaction. Further details regarding this announcement are contained in Legato's press release dated October 26, 1998. About FullTime Software FullTime Software, Inc., formerly known as Qualix Group, Inc., is a leading developer of enterprise-wide, cross-platform adaptive computing Also known as "reconfigurable computing," it refers to a logic chip that can change its physical circuitry on the fly. Evolved from programmable architectures such as CPLD and FPGA, adaptive computing is an order of magnitude faster in rate of reuse (ROR) and can reconfigure itself in solutions that enable customers to proactively manage application service level availability. Its products help customers to optimize IT resources while maximizing reliability, accessibility and efficiency of applications across a continuum of business events. FullTime Software products have ensured the availability of business-critical applications at more than 17,000 installations around the world, including many Fortune 1000 corporations in the telecommunications, finance, retail, high technology and other industries. The company is headquartered in San Mateo, CA, with 22 sales offices worldwide and distribution across more than 70 countries. Effective July 7, 1998, Qualix began conducting business as "FullTime Software, Inc.," and trading in the Company's common stock commenced on the NASDAQ National Market under the ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors "FTSW." For more information contact FullTime Software at (650) 572-0200, e-mail info-pr@fullsw.com or visit http://www.fulltimesoftware.com The statements contained in this news release, other than historical financial information, may consist of forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that involve risks and uncertainties, including, but not limited to, risks associated with acquisitions generally, including integration of operations, diversion of management's time and attention, and a risk of a downturn in results of operations during the period the merger is pending. Consequently, the Company's actual results could differ materially from expectations. The various factors that could cause the actual results to differ from the expected results are detailed in the Company's recent Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. dated September 28, 1998 filed with the Securities and Exchange Commission, including, in particular, the "Risk Factors." |
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