Securities And Exchange Commission ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): November 15, 2002~~ 1934

~~SynQuest,~~Date ~~Inc. (Exact~~of ~~Name~~Report (Date of ~~Registrant~~earliest asevent ~~Specified~~reported): December in3, ~~Charter)~~ 2002

~~Georgia~~SynQuest, ~~(State or Other Jurisdiction of Incorporation) 000-30963 (Commission File Number) 14-1683872 (I~~Inc.~~R.S. Employer Identification No.)~~

~~3475 Piedmont Road, Suite 1700 Atlanta, Georgia~~ (~~Address~~Exact Name of ~~principal~~Registrant ~~executive~~as ~~offices)~~Specified ~~30305~~in ~~(Zip Code~~Charter)

(404) 267-6400 (Registrant’s telephone number, including area code)

Georgia	000-30963	14-1683872
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3475 Piedmont Road, Suite 1700
Atlanta, Georgia		30305
(Address of principal executive offices)		(Zip Code)

~~3500 Parkway Lane, Suite 555, Norcross, Georgia 30092~~ (~~Former name or former address, if changed since last report~~404) 267-6400

~~Item 1.~~(Registrant’s telephone ~~Changes~~number, inincluding ~~Control~~area ~~of Registrant.~~ code)

~~The~~(Former ~~information~~name ~~set~~or ~~forth~~former inaddress, ~~Item 2~~if ~~and~~changed ~~Item 5~~since ~~of this Report is~~last ~~incorporated herein by reference.~~ report)

OnItem ~~November 15, 2002, pursuant to an Agreement and Plan of Merger dated August 30, 2002 (the “Merger Agreement”), SynQuest, Inc~~4. ~~(“SynQuest”) consummated~~Changes its previously announced merger with Viewlocity, Inc. (“Viewlocity”). In the merger, Viewlocity was merged with and into SynQuest. As consideration for the merger, SynQuest issued a total of 2,946,857 shares (after giving effect to the issuance of cash in ~~lieu of fractional shares) of its common stock to the holders of Viewlocity~~Registrant’s ~~series~~Certifying ~~F convertible preferred stock~~Accountant. ~~Holders of other classes and series of Viewlocity capital stock received nominal cash consideration.~~

~~The~~(a) On ~~merger~~December ~~will~~4, be2002, ~~accounted~~SynQuest, ~~for~~Inc., as a ~~“reverse~~Georgia corporation ~~acquisition~~(the “Registrant”), ~~for accounting~~upon ~~purposes.~~the Asrecommendation aand ~~result~~approval of its Audit Committee, ~~Viewlocity~~dismissed ~~will~~Ernst be& ~~treated~~Young LLP (“E&Y”) as the ~~continuing~~ Registrant’s ~~reporting~~independent ~~entity~~public ~~for~~accountants ~~accounting~~and ~~purposes,~~has ~~and~~engaged ~~Viewlocity’s~~PricewaterhouseCoopers ~~historical~~ LLP ~~results~~(“PWC”) ofas ~~operations~~the ~~will~~Registrant’s ~~become~~independent ~~those~~public ofaccountants for the ~~combined company.~~year ended December 31, 2002.

~~Concurrently~~ On ~~with the consummation of the merger, on~~ November 15, 2002, Viewlocity, ~~pursuant~~ Inc., toa anDelaware ~~Amended~~corporation ~~and~~(“Viewlocity”) ~~Restated~~merged ~~Stock~~with ~~Purchase~~and ~~Agreement~~into ~~dated~~the ~~September~~Registrant ~~20, 2002~~ (the “~~Stock~~Merger”). The ~~Purchase~~Merger ~~Agreement~~is to be treated as a “reverse acquisition”), ~~SynQuest~~for ~~completed~~accounting ~~its~~purposes. ~~previously~~Generally accepted ~~announced~~ accounting ~~private~~principles ~~placement~~require ofthat ~~11,106,828~~in ~~shares~~a ofbusiness ~~SynQuest’s~~combination ~~newly~~effected ~~created~~through ~~series~~ the Aissuance ~~preferred~~of ~~stock~~shares ~~(the~~or ~~“Series A~~other ~~Preferred”)~~equity ~~for~~interests, ~~total~~a ~~consideration~~determination ofbe made as to ~~$27.8 million~~ which (entity is the ~~“Private~~accounting ~~Placement”)~~acquirer. OfThis ~~the~~determination ~~total~~is ~~consideration~~essentially based inon the ~~Private~~ ~~Placement,~~relative ~~$24.6 million~~voting ~~consisted~~rights ofin ~~cash,~~the ~~and~~combined ~~$3.2 million~~entity ~~consisted~~held by existing shareholders of ~~conversion~~each of ~~outstanding~~the ~~loans~~combining ~~previously~~companies, ~~made~~the bycomposition ~~certain~~ of the board ~~purchasers~~ of todirectors ~~SynQuest~~of orthe ~~Viewlocity.~~combined ~~The~~entity, ~~proceeds~~and the expected composition of executive management of the ~~Private~~combined ~~Placement will~~entity. beBased ~~used~~on ~~for~~an ~~debt~~assessment ~~repayment,~~of ~~working~~the ~~capital~~relevant facts and ~~general~~circumstances ~~corporate purposes.~~existing ~~The~~with ~~terms~~respect ofto the ~~Series A~~Merger, ~~Preferred~~it ~~are~~has ~~set~~been ~~forth~~determined that inViewlocity was the ~~Articles~~accounting ~~of Amendment~~acquirer toin the ~~Third~~Merger. Accordingly, ~~Amended~~the ~~and~~Merger ~~Restated~~is ~~Articles~~to ofbe ~~Incorporation~~treated ofas ~~SynQuest~~ a ~~filed~~reverse asacquisition, ~~Exhibit 4.1~~meaning ~~hereto.~~that ~~The~~the ~~purchasers~~purchase price, comprised of the ~~Series A~~fair ~~Preferred~~ value ~~were~~of ~~Battery~~the ~~Ventures~~shares ~~IV,~~exchanged ~~L.P.~~plus ~~and~~applicable ~~Battery~~transaction ~~Investment~~costs, ~~Partners~~will IVbe ~~LLC,~~ allocated ~~which~~to ~~were~~the ~~holders~~fair ofvalue ~~shares~~ of ~~Viewlocity~~the Registrant’s ~~series~~tangible Fand ~~convertible~~intangible assets ~~preferred~~ and ~~stock; Liberty Mutual Insurance Company~~liabilities, ~~which~~with ~~was~~any aexcess ~~holder~~being ~~of shares~~considered ofgoodwill. Viewlocity’s ~~series~~will Fbe treated ~~convertible~~as ~~preferred~~the ~~stock;~~continuing ~~Warburg,~~reporting ~~Pincus Investors~~entity, ~~L.P.,~~and ~~which~~thus ~~was~~Viewlocity’s anhistorical results ~~existing~~will ~~common~~become ~~stockholder~~those of ~~SynQuest;~~the Registrant. ~~Ticonderoga~~ Prior ~~E-Services~~to ~~Fund~~the IIMerger, ~~L.P.;~~PWC ~~Jeffrey~~served ~~Simpson~~as Viewlocity’s independent public accountants. Accordingly, the ~~former Chief~~Audit ~~Executive~~ Committee ~~Officer~~determined ofthat ~~Viewlocity~~it ~~and~~is in the ~~new~~best ~~Chief~~interests ~~Executive~~of ~~Officer~~the ofRegistrant to ~~SynQuest;~~ engage ~~and~~PWC ~~Tilion,~~as ~~Inc~~the Registrant’s independent public accountants.

As The areports ~~result~~ of ~~the~~E&Y ~~merger~~on ~~and~~ the ~~Private Placement, the shares of common~~ ~~stock~~ Registrant’s ~~held~~financial bystatements for the ~~shareholders~~two ofmost ~~SynQuest~~recent ~~immediately~~fiscal ~~prior~~years ~~to the merger and~~ended ~~the~~ June ~~Private~~30, ~~Placement~~2002, ~~will~~did ~~represent~~not ~~approximately~~contain ~~17.3%~~any ofadverse ~~the~~opinion ~~equity~~or disclaimer of ~~the~~opinion, ~~combined~~ nor ~~company;~~were ~~the~~they ~~shares~~qualified ofor ~~SynQuest~~modified ~~common~~as ~~stock~~to ~~held~~uncertainty, byaudit ~~the~~scope ~~former~~or ~~shareholders of Viewlocity will represent approximately 17.3% of the equity of~~ ~~the~~accounting ~~combined~~principles, ~~company;~~except ~~and~~that ~~the~~with ~~shares~~regard ofto ~~Series A Preferred issued in~~ the ~~Private~~ ~~Placement~~financial ~~will~~condition ~~represent approximately 65.3%~~ of the ~~equity of the combined company~~Registrant, intheir ~~each~~report ~~case~~states ~~assuming~~as ~~full conversion of the Series A Preferred.~~ follows:

“The ~~shareholders~~accompanying financial ofstatements ~~SynQuest~~have ~~approved~~been prepared assuming that the ~~merger~~Company ~~and~~will continue as a going concern. As discussed in Note 1 to the ~~Private~~consolidated financial ~~Placement~~ statements, ~~including~~the anCompany ~~amendment~~has incurred significant operating losses since inception and is actively pursuing additional sources of cash to ~~SynQuest~~fund its continuing operating losses. The Company’s ~~Articles~~existing levels of ~~Incorporation~~cash and marketable securities relative to near term anticipated operating losses raise ~~designate~~ substantial ~~the~~doubt ~~terms~~about ~~and~~its ~~preferences~~ability ofto ~~the~~continue ~~Series A~~as ~~Preferred,~~a atgoing ~~SynQuest~~concern. Management’s ~~2002~~ ~~Annual~~plans ~~Meeting~~with ofregard ~~Shareholders~~to ~~held~~these onmatters ~~November 15,~~are ~~2002~~also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

In During ~~connection with~~ the ~~merger~~Registrant’s ~~and~~two ~~the~~most recent ~~Private~~fiscal ~~Placement,~~years ~~SynQuest~~ended ~~entered into~~June an30, ~~Amended~~2002 and ~~Restated~~the ~~Shareholders~~subsequent ~~Agreement,~~interim ~~dated~~periods through asDecember ~~of September 20~~3, 2002, ~~with~~there ~~certain~~were ofno ~~the~~disagreements ~~parties~~between ~~who~~the ~~became~~Registrant and ~~shareholders~~E&Y ofon ~~SynQuest~~any ~~upon consummation~~matter of ~~the~~accounting ~~merger~~principles ~~and~~or ~~the~~practices, ~~Private Placement. Pursuant to the~~financial ~~shareholders~~ statement ~~agreement~~disclosure, ~~the~~or ~~parties~~auditing ~~agreed~~scope toor ~~vote~~procedure, ~~the~~which, ~~securities~~if ~~owned~~not byresolved to ~~them~~ E&Y’s insatisfaction, ~~favor~~would ofhave ~~the~~caused ~~election~~them ofto ~~directors~~make asreference ~~provided~~to in the ~~shareholders~~subject ~~agreement. For a period of two years~~ ~~following~~matter ~~the date~~ of the ~~shareholders~~disagreement ~~agreement, each investor~~ in ~~the~~connection ~~Private Placement~~with ~~agreed~~their ~~that if,~~ reports.

2 During the two most recent fiscal years ended June 30, 2002 and the subsequent interim periods through December 3, 2002, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

upon the recommendation of the SynQuest board of directors, SynQuest makes a tender offer for the outstanding shares of common stock using then-existing funds or additional funds invested by the investors, the investor will not tender any shares of SynQuest common stock held by the investor. In addition, under the shareholders agreement, each investor has rights of first refusal to subscribe for any additional equity securities SynQuest issues, excluding certain designated issuances. 2

~~Item 2.~~ The ~~Acquisition~~Registrant orhas ~~Disposition~~furnished E&Y with a copy of ~~Assets~~the foregoing disclosure and requested E&Y to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the foregoing statements. A copy of this letter of E&Y to the Securities and Exchange Commission, dated December 10, 2002, is filed as Exhibit 16.1 hereto.

~~The~~(b) On ~~information~~December 10, 2002, the Registrant engaged PWC to serve as the Registrant’s independent public accountants for the fiscal year ending December 31, 2002. During the Registrant’s two most recent fiscal years ended June 30, 2002 and the subsequent interim periods through December 10, 2002, the Registrant did not consult PWC with respect to the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s consolidated financial statements, or any matter that was the subject of any disagreement or reportable event as set forth in ~~Item~~ Items 304(a)(1)(iv) and ~~Item 5~~(v) of ~~this~~Regulation ~~Report~~S-K. As isdescribed more fully in (a) above, PWC ~~incorporated~~ served ~~herein~~as bythe ~~reference.~~independent public accountants for Viewlocity, which merged with the Registrant on November 15, 2002 and is treated as the accounting acquirer in the Merger.

~~As described in~~ Item 1 ~~above, on November 15, 2002, SynQuest consummated its previously announced merger with Viewlocity~~5. InOther ~~the merger, Viewlocity was merged with and into SynQuest~~Events. As consideration for the merger, SynQuest issued a total of 2,946,867 shares of its common stock to holders of Viewlocity’s series F convertible preferred stock. Holders of other classes and series of Viewlocity capital stock received nominal cash consideration.

~~The~~ On ~~total~~December ~~consideration~~3, ~~paid~~2002, in the ~~merger was determined through arm’s~~ ~~length~~ Board ~~negotiations~~of ~~between~~Directors ~~representatives~~ of ~~SynQuest~~the ~~and~~Registrant ~~Viewlocity. Neither~~approved ~~SynQuest,~~a ~~Viewlocity,~~change ~~nor any~~ of ~~their~~the ~~affiliates~~Registrant’s ~~had, nor,~~ name to ~~the knowledge of SynQuest and~~ "Viewlocity, ~~did~~Inc". The ~~any~~Registrant ~~director~~intends orto ~~associate~~file ofArticles ~~any~~of ~~such~~ Amendment ~~director~~with orthe ~~officer~~Georgia Secretary of ~~SynQuest~~State oreffecting ~~Viewlocity~~such ~~have,~~change ~~any~~as ~~material relationship~~soon ~~with Viewlocity prior to the merger.~~as practicable.

~~Following~~Item ~~the~~7. ~~consummation~~Financial ofStatements ~~the merger, SynQuest changed its principal executive offices to 3475 Piedmont Road, Suite 1700, Atlanta, Georgia 30305,~~ and ~~its telephone number to (404) 267-6400.~~ Exhibits

(c) The ~~press release announcing the closing of the merger and the Press~~ ~~Release~~ following isexhibits are filed asherewith ~~Exhibit 99.1 hereto~~ and ismade ~~incorporated~~a ~~herein~~part ~~by reference.~~ hereof:

The descriptions contained herein of the merger and the Private Placement are qualified in their entirety by reference to (i) the full text of the Merger Agreement which is filed as Exhibit 2.1 hereto and is incorporated herein by reference, (ii) the full text of the Stock Purchase Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference, (iii) the full text of the Amended and Restated Shareholders Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference, (iv) the full text of the Amended and Restated Registration Rights Agreement, which is filed as Exhibit 4.2 hereto and is incorporated herein by reference and (iv) the Proxy Statement, which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Exhibit No.	Description of Exhibit

16.1	Letter from Ernst & Young LLP to the Securities and Exchange Commission dated December 10, 2002 regarding change in certifying accountant.

Item 5 8. ~~Other~~Change ~~Events~~in Fiscal Year.

~~The~~ On ~~information~~December ~~set~~3, ~~forth~~2002, inthe ~~Item 1~~Registrant determined ~~and~~to ~~Item 2~~change its fiscal year end from June 30 to December 31. As a result of ~~this~~the Merger being treated as a “reverse acquisition” for accounting purposes, Viewlocity’s financial statements will become those of the Registrant. Historical financial statements of Viewlocity will be filed on or before January 22, 2003 in an amendment to the Registrant’s Current Report ison Form ~~incorporated~~ 8-K ~~herein~~filed bywith ~~reference~~the Commission on November 22, 2002 announcing the consummation of the Merger. Viewlocity’s fiscal year end was December 31; therefore, there will not be a transition period associated with the change in the Registrant’s fiscal year.

~~Private Placement~~ 3

As described in Item 1, concurrently with the consummation of the merger, on November 15, 2002, SynQuest completed its previously announced Private Placement of 11,106,828 shares of SynQuest’s newly created series A Preferred for total consideration of $27.8 million. Of the total consideration in the Private Placement, $24.6 million consisted of cash, and $3.2 million consisted of conversion of outstanding loans by certain of the purchasers to SynQuest or Viewlocity. The proceeds of the Private Placement will be used for debt repayment, working capital and general corporate purposes. SIGNATURES

3Pursuant 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.

~~The~~SYNQUEST, ~~terms~~INC. ofBy: ~~the~~/s/ ~~Series A~~L. ~~Preferred~~Allen ~~are~~Plunk ~~set~~L. ~~forth~~Allen inPlunk ~~the~~Chief ~~Articles~~Financial ~~of Amendment~~Officer ~~to the Third Amended~~ and ~~Restated~~Executive ~~Articles~~Vice ~~of Incorporation of SynQuest filed as Exhibit 4.1 hereto. The following is a summary of the terms of the Series A Preferred:~~ President

•Dated: December Dividends on the Series A Preferred will accrue at a rate of 7% per year and are cumulative. • SynQuest will not declare or pay out any cash dividends during the two-year period following the closing. • Except as described below10, the Series A Preferred has priority over the common stock in any liquidation, dissolution or winding up of SynQuest, and in connection with allocation of proceeds in any merger, acquisition, sales of all or substantially all of SynQuest’s assets, or similar major corporate transactions (other than certain qualified public offerings) (collectively referred to as a “liquidation event”). In the event of a liquidation event, holders of the Series A Preferred will be entitled to receive $2.50 per share and an additional amount such that the holders will receive a total return equal to a 15% internal rate of return (including dividends) per year compounded annually. Notwithstanding the Series A Preferred priority, in connection with any such liquidation event, the holders of common stock will be entitled to receive 8% of the proceeds available to SynQuest shareholders (pro rata, in accordance with share ownership) until the Series A Preferred liquidation preference is satisfied. After the Series A Preferred liquidation preference is satisfied, the remaining proceeds will be distributed to the holders of the common stock. • Generally, shares of Series A Preferred vote as one class with the common stock on an as-converted to common basis. • The initial conversion rate of Series A Preferred to common stock is one to one, subject to adjustment in certain circumstances. Shares of Series A Preferred are convertible to common stock at any time at the option of the holder. Shares of Series A Preferred will be automatically converted to common stock upon (i) a public offering of common stock meeting certain thresholds, (ii) the vote of two-thirds of the then outstanding shares of Series A Preferred, or (iii) the common stock attaining a $10.00 closing price for 100 of 120 trading days. The Series A Preferred is not redeemable.2002

Pursuant to an Amended and Restated Registration Rights Agreement dated as of September 20, 2002, with certain of the parties who became shareholders of SynQuest upon consummation of the merger and the Private Placement, SynQuest has agreed to file a registration statement within 180 days after the closing of the transactions covering (i) the common stock issuable upon conversion of the Series A Preferred, (ii) the common stock issued to the Viewlocity series F stockholders in the Viewlocity merger who agree to have their shares included in the registration statement, and (iii) the common stock currently held by Warburg Pincus, SynQuest’s majority shareholder prior to the merger. The shareholders covered by the registration statement have agreed not to sell or transfer their shares of SynQuest for one year following the closing. 4

Changes in Executive Officers and Directors in connection with the Merger

Pursuant to the Merger Agreement, on November 15, 2002, immediately prior to the consummation of the merger and the Private Placement, the following persons resigned from SynQuest’s Board of Directors: Joseph Trino, Henry Kressel, Joseph P. Landy, Peter J. Tarrant, James J. Tietjen and Thomas R. Madison, Jr. Immediately following these resignations, the following persons were appointed as directors of SynQuest pursuant to the terms of the Merger Agreement and the Amended and Restated

Shareholders Agreement dated as of September 20, 2002: William Geary, Scott Tobin, Jim Wilson, William Stuek and C. Jeffrey Simpson.

Pursuant to the Merger Agreement, on November 15, 2002, the following executive officers of SynQuest resigned from their positions as officers of SynQuest:

Name Position Joseph Trino Chairman of the Board and Chief Executive Officer Timothy Harvey President and Chief Operating Officer John Bartels Executive Vice President, Finance and Administration Christopher Jones Executive Vice President, Corporate Development and Marketing Ronald Nall Executive Vice President, Product Delivery & Field Services Fred Brown Senior Vice President, Industry Solutions Adam Meyerowitz General Counsel

Following acceptance of these resignations, the following persons were appointed by the Board of Directors as executive officers of SynQuest:

Name Position C. Jeffery Simpson Chief Executive Officer and Chairman of the Board L. Allen Plunk Executive Vice President and Chief Financial Officer Scott Hausman Executive Vice President of Corporate Development Peter Janico Executive Vice President of Field Operations Michael Sherman Executive Vice President of Product Development

Item 7. Financial Statements and Exhibits

(a) and (b) Financial Statements of Businesses Acquired and Pro Forma Financial Information

SynQuest intends to file the required financial statements and pro forma financial information, as required under Item 7 of Form 8-K and Regulation S-X within 60 days of the required Form 8-K filing date.

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger dated August 30, 2002, between SynQuest, Inc. and Viewlocity, Inc. (incorporated by reference to Exhibit 99.1 of SynQuest, Inc.’s Current Report on Form 8-K filed with the Commission on September 5, 2002)

4.1		Articles of Amendment to Third Amended and Restated Articles of Incorporation of SynQuest, Inc.
4.2		Amended and Restated Registration Agreement dated as of September 20, 2002, between SynQuest, Inc. and the shareholders named on the signature pages thereof (incorporated by reference to Exhibit 4.2 of SynQuest, Inc.’s Annual Report on Form 10-K filed with the Commission on September 27, 2002).
10.1		Amended and Restated Stock Purchase Agreement dated as of September 20, 2002, among SynQuest, Inc. and the parties listed on the signature pages thereof (incorporated by reference to Exhibit 10.25 of SynQuest, Inc.’s Annual Report on Form 10-K filed with the Commission on September 27, 2002).
10.2		Amended and Restated Shareholders Agreement dated as of September 20, 2002 between SynQuest, Inc. and the shareholders named on the signature pages thereof (incorporated by reference to Exhibit 10.26 of SynQuest, Inc.’s Annual Report on Form 10-K filed with the Commission on September 27, 2002).
99.1		Press Release issued by SynQuest, Inc. and Viewlocity, Inc. on November 18, 2002.
99.2		SynQuest, Inc. hereby incorporates herein by reference its Definitive Proxy Statement on Schedule 14A for the fiscal year ended June 30, 2002 as filed with the Commission on October 23, 2002).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SYNQUEST, INC.
	By:	/s/ L. Allen Plunk L. Allen Plunk Chief Financial Officer and Executive Vice President
Dated: November 22, 2002

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