UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): January 26, 2005
Open Solutions Inc.
| Delaware | 000-02333-56 | 22-3173050 | ||
| (State or Other Juris- diction of Incorporation |
(Commission File Number) |
(IRS Employer Identification No.) |
||
| 300 Winding Brook Drive, Glastonbury, CT | 06033 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (860) 652-3155
(Former Name or Former Address, if Changed Since Last Report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 8.01. Other Events | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1 PRESS RELEASE DATED JANUARY 26, 2005 | ||||||||
| EX-99.2 PRO FORMA FINANCIAL INFORMATION | ||||||||
Item 8.01. Other Events
On January 26, 2005, Open Solutions Inc. (the “Registrant”) issued a press release announcing its intention to commence an offering of senior subordinated convertible notes due 2035 (the “Notes”) for gross proceeds to the Registrant of approximately $125 million. The Notes will be offered to qualified institutional buyers through a Rule 144A offering, with an option to the initial purchasers to purchase up to an additional $18.75 million of gross proceeds of Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Attached hereto as Exhibit 99.2 is unaudited pro forma combined condensed financial information relating to the Registrant’s acquisitions of Datawest Solutions Inc., re:Member Data Services, Inc. and Eastpoint Technologies, LLC.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
See Exhibit Index attached hereto.
SIGNATURE
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.
| OPEN SOLUTIONS INC. | ||||
Date: January 26, 2005
|
By: | /s/ Carl D. Blandino | ||
| Carl D. Blandino | ||||
| Senior Vice President, Chief Financial | ||||
| Officer and Treasurer | ||||