UPSPRING Makes the Jump to MKS

Mortice Kern Systems (MKS) has acquired the assets of UPSPRING Software, a software infrastructure solutions company that helps e-business and other mission-critical development organizations to analyze and evolve their software infrastructure, using the CodeRover application and Discover solution. The UPSPRING acquisition is expected to increase MKS' customer base and strengthen its engineering, sales and marketing forces. UPSPRING customers include Cisco Systems, Federal Express, Lockheed Martin, Motorola, NCR and Nortel.

For the year ended September 30, 2000, UPSPRING had consolidated revenues of $5.5 million. Under the terms of the agreement, MKS has acquired substantially all of the assets of UPSPRING for total consideration of $3.4 million, comprised of the assumption of $1.1 million in accounts payable and accrued liabilities, the assumption of $1.1 million in deferred revenue liability, payment of $0.7 million in cash and the issuance of 561,000 MKS Special Warrants which are convertible into 561,000 Common Shares of MKS.

UPSPRING engineering, sales and administrative operations will be immediately integrated with their counterparts at MKS. The combined sales force will sell both the existing MKS Software Configuration Management products and UPSPRING's DISCOVER and CodeRover products. MKS will maintain the Burlington, Mass. office of UPSPRING as an engineering, sales and service office.

The acquisition of UpSpring's technology delivers a significant increase in functionality to the MKS software configuration management product line. "Our customers will now have even greater control over their software development practices by integrating robust impact analysis and quality management capabilities with our existing change management and version control products," says David J. Martin, Vice President of Product Management at MKS. "Software developers and managers can now have greater understanding of the impact of application changes on the overall production application while quality assurance teams will be able to focus their testing efforts more effectively. This will dramatically improve development team performance and optimize productivity amongst scarce IT resources."

For more information, visit www.mks.com or www.upspringsoftware.com.