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): NOVEMBER 21, 2000 LEADINGSIDE, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-21860 06-1232140 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) ONE CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02141 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (617) 621-0820 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On November 21, 2000, LeadingSide, Inc. ("LeadingSide") sold certain of its assets to Open Text Corporation ("Open Text") for an aggregate purchase price of $2,700,000 in cash and a $300,000 promissory note, and Open Text assumed approximately $1,300,000 in liabilities of LeadingSide. The transaction was consummated pursuant to an Asset Purchase Agreement between LeadingSide and Open Text, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. In this transaction, LeadingSide sold Open Text its "BRS", "Net Answer", "CD Author", "InQuery", "Query Server", "InFilter" and "Publisher" software products and the related intellectual property, customer contracts and certain related maintenance receivables as well as the business assets related to several of its offices. LeadingSide retained certain rights in such software products in order to continue to provide services to customers of its solutions business, which LeadingSide retained. Open Text assumed certain liabilities of LeadingSide, including obligations under existing software maintenance contracts and certain operating leases. Open Text, in conjunction with the Purchase Agreement, also agreed to collect certain net receivables. Open Text offered employment to the LeadingSide employees involved in the transferred business, and LeadingSide's total head count was reduced from 171 to 135 as a result of the transaction. The consideration for the sale was determined by negotiation between LeadingSide and Open Text and was based on the estimated fair value of the assets transferred and liabilities assumed. Before the transaction, there had been no material relationship between Open Text and LeadingSide or any of its affiliates, directors or officers, or any associate of any director or officer of LeadingSide. ITEM 7. FINANCIAL STATEMENTS, PRO FORM FINANCIAL INFORMATION AND EXHIBITS. (b) Pro Forma Financial Information The Unaudited Pro Forma Condensed Consolidated Financial Statements illustrate the effect of the Company's disposition of certain of its assets and liabilities (the "disposition") to Open Text Corporation on November 21, 2000. The Unaudited Condensed Consolidated Balance Sheet reflects the financial position of the Company after giving effect to the sale as if it had occurred at September 30, 2000. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2000 and for the year ended December 31, 1999 give retroactive effect to the disposition as if it had occurred on January 1, 1999. Unaudited Pro Forma Condensed Consolidated Financial Statements of LeadingSide, Inc. as of September 30, 2000 and for the nine months ended September 30, 2000 and the year ended December 31, 1999, include the following: (a) Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2000; (b) Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2000; (c) Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 1999; and (d) Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements. (c) Exhibits 2.1 Asset Purchase Agreement dated November 21, 2000, between LeadingSide and Open Text. Pursuant to Item 601(b)(2) of Regulation S-K, the schedules or exhibits referred to in the Purchase Agreement are omitted. LeadingSide hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request. 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. Date: December 6, 2000 LEADINGSIDE, INC. By: /s/ Michael Gonnerman ----------------------- Michael Gonnerman Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ------- ----------- 2.1 Asset Purchase Agreement dated November 21, 2000, between LeadingSide, Inc. and Open Text Corporation. Pursuant to Item 601(b)(2) of Regulation S-K, the schedules or exhibits referred to in the Asset Purchase Agreement are omitted. LeadingSide, Inc. hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request. LeadingSide, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations For the year ended December 31, 1999 (In thousands, except per share data)

The accompanying notes to the unaudited pro forma condensed consolidated financial statements are an integral part of these financial statements. LeadingSide, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations For the nine months ended September 30, 2000 (In thousands, except per share data)

The accompanying notes to the unaudited pro forma condensed consolidated financial statements are an integral part of these financial statements. LeadingSide, Inc. Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements NOTE 1 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET ADJUSTMENTS A The pro forma adjustment to cash and cash equivalents and promissory note receivable reflects the gross proceeds of $3,000,000 from the asset sale. The promissory note, which is non-interest bearing, represents a portion of the purchase price held back by Open Text as security for any indemnification obligations of LeadingSide. Any amount not applied to such obligations will be paid in May 2001 if at least 60% of the LeadingSide employees who were offered employment by Open Text remained in the employment of Open Text in February 2001. B The pro forma adjustments reflect the transfer of assets and liabilities in accordance with the asset purchase agreement. C The pro forma adjustment reflects expected collections as set forth in an agreement for Open Text to collect certain outstanding receivables of LeadingSide. D The pro forma adjustment to goodwill reflects the write-off of goodwill due to the sale of substantially all of the assets purchased from Sovereign Hill in 1998. E The pro forma adjustment reflects professional service fees and other expenses directly related to the transaction. NOTE 2 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS ADJUSTMENTS A The pro forma adjustments reflect total revenues, total costs of revenues, sales and marketing, product development and general and administrative expense related to the assets sold to Open Text. B The pro forma adjustment reflects the reclassification of certain product development expenses to cost of services, representing costs related to employees who would have been transferred from the development of software products to the delivery of solutions services.

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