-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KeihEP7VfjUJHYdj46K8vJ5GczDF6DQaMPaKiITF9vggFLDq2plN5iayXX/T5PeT /mramNd2ZGtqDoHiPqX98A== 0000930413-04-003792.txt : 20040818 0000930413-04-003792.hdr.sgml : 20040818 20040818164148 ACCESSION NUMBER: 0000930413-04-003792 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040818 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONT PORCH DIGITAL INC CENTRAL INDEX KEY: 0001025707 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 860793960 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32913 FILM NUMBER: 04984559 BUSINESS ADDRESS: STREET 1: 1810 CHAPEL AVE W STREET 2: SUITE 130 CITY: CHERRY HILL STATE: NJ ZIP: 08002 BUSINESS PHONE: 8566333500 MAIL ADDRESS: STREET 1: 1810 CHAPEL AVE W STREET 2: SUITE 130 CITY: CHERRY HILL STATE: NJ ZIP: 08002 FORMER COMPANY: FORMER CONFORMED NAME: EMPIRE COMMUNICATIONS CORP DATE OF NAME CHANGE: 19980327 FORMER COMPANY: FORMER CONFORMED NAME: LITIGATION ECONOMICS INC DATE OF NAME CHANGE: 19961022 8-K 1 c33420_8-k.txt 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: AUGUST 18, 2004 (Date of earliest event reported) FRONT PORCH DIGITAL INC. (Exact name of Registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation) 333-16031 86-0793960 (Commission File No.) (I.R.S. Employer Identification No.) 1140 PEARL STREET BOULDER, COLORADO 80302 (Address of principal executive offices; zip code) (303) 440-7930 (Registrant's telephone number, including area code) NOT APPLICABLE (Former Name or Former Address, if changed Since Last Report) ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. NUMBER DOCUMENTS 99.1 Press release of Front Porch Digital Inc. dated August 18, 2004 announcing the consummation of the merger. ITEM 9. REGULATION FD DISCLOSURE On August 18, 2004, Front Porch Digital Inc. (the "Company") issued a press release announcing the consummation of the merger with ManagedStorage International, Inc. A copy of the press release is attached hereto as Exhibit 99.1. The information included in this Current Report on Form 8-K (including the exhibits hereto) is being furnished under Item 9, "Regulation FD Disclosure." As such, the information (including the exhibit) herein shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRONT PORCH DIGITAL INC. Date: August 18, 2004 By: /s/ MATTHEW RICHMAN ---------------------------------------- Matthew Richman Chief Financial Officer and Treasurer EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT TITLE 99.1 Press release of Front Porch Digital Inc. dated August 18, 2004 announcing the consummation of the merger. EX-99.1 2 c33420_ex99-1.txt EXHIBIT 99.1 NEWS RELEASE FOR AUGUST 18, 2004 Contact: Allen & Caron Inc Front Porch Digital, Inc. Jill Bertotti (investors) Thomas P. Sweeney III, Chairman and CEO jill@allencaron.com Front Porch Digital (Broadcast & Media Len Hall (financial media) Services Division) len@allencaron.com Michael C. Knaisch, President 949-474-4300 FRONT PORCH DIGITAL COMPLETES ACQUISITION OF MANAGEDSTORAGE INTERNATIONAL BOULDER, CO, AUGUST 18, 2004 - Front Porch Digital, Inc. (OTCBB: FPDI.OB) today announced that it completed its acquisition of privately-held ManagedStorage International, Inc. ("MSI") located in Broomfield, CO, effective today. As previously reported on August 17, 2004, the Company entered into an agreement to acquire MSI for an aggregate purchase price of approximately $39 million to be paid in restricted shares of Front Porch Digital common and preferred stock. Thomas P. Sweeney, Chairman and CEO of the combined company, said, "We believe the acquisition of MSI is an important step in our strategy to substantially increase revenues, improve bottom-line performance and enhance shareholder value. We have strengthened our balance sheet, doubled revenues and, with our expanded product line and additional resources, we are confident we are well positioned to accelerate penetration of existing markets and expand into related markets." The Front Porch Digital Board of Directors also previously approved, subject to shareholder approval, a change in the name of the Company to Incentra Solutions, Inc. The Company will apply for a CUSIP number change concurrently with obtaining formal shareholder approval of the name change. Wells Fargo Securities, LLC acted as financial advisor to Front Porch Digital and rendered a fairness opinion to Front Porch Digital and its shareholders in the transaction. ABOUT MANAGEDSTORAGE INTERNATIONAL, INC. ManagedStorage International (WWW.MSISERVICE.COM) helps organizations of all sizes control their storage management costs and provides best-in-class outsourced services for data protection and resource management. Its services are delivered to enterprise and service provider customers in the United States, United Kingdom, Bermuda and Tokyo. MSI uses its proprietary GridWorks management system to deliver guaranteed data management and data protection services across all types of storage systems, both on-site and remotely. MORE-MORE-MORE [GRAPHIC OMITTED] 20000 HORIZON WAY SUITE 120, MOUNT LAUREL, NEW JERSEY 08054 FRONT PORCH DIGITAL COMPLETES ACQUISITION OF MANAGEDSTORAGE INTERNATIONAL PAGE 2-2-2 ABOUT FRONT PORCH DIGITAL, INC. Front Porch Digital, Inc. (WWW.FPDIGITAL.COM) is transforming the digital world by developing unique software and services that convert audio, video, images, text and data into digital formats that enable searching, browsing, editing, storage and on-demand delivery of content in nearly any other digital format through a single capture. Front Porch is a leading provider of archive management software to broadcasters throughout Europe and Asia. FRONT PORCH DIGITAL INC. FORWARD LOOKING STATEMENTS THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, WHICH REFLECT FRONT PORCH DIGITAL, INC.'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED FROM SUCH FORWARD-LOOKING STATEMENTS. THE POTENTIAL RISK FACTORS INCLUDE FRONT PORCH DIGITAL, INC.'S LIMITED OPERATING HISTORY AND EXPERIENCE IN THE DATA AND VIDEO DIGITAL CONVERSION BUSINESS, FRONT PORCH DIGITAL, INC.'S ABILITY TO ATTRACT SIGNIFICANT ADDITIONAL FINANCING AND INCUR OPERATIONAL LOSSES AND NEGATIVE CASH FLOW, AND RISKS ASSOCIATED WITH EXPANSION. ADDITIONAL RISK FACTORS ARE SET FORTH IN FRONT PORCH DIGITAL'S REPORTS AND DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. -----END PRIVACY-ENHANCED MESSAGE-----