-----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, UdbDG9pCUVKqURhwCQTEu6mEnoypuPlqmgOghO2fEtBVX4qqhv4BJ4Az0lZrL0kH 4XNA71dHMwEuoZTj6FbnhQ== 0000724910-99-000016.txt : 19991130 0000724910-99-000016.hdr.sgml : 19991130 ACCESSION NUMBER: 0000724910-99-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990930 ITEM INFORMATION: FILED AS OF DATE: 19991129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIS CORP CENTRAL INDEX KEY: 0000724910 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411424202 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12196 FILM NUMBER: 99765513 BUSINESS ADDRESS: STREET 1: 13220 COUNTY ROAD 6 CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 6125501999 MAIL ADDRESS: STREET 1: 15301 HIGHWAY 55 WEST CITY: PLYMOUTH STATE: MN ZIP: 55447 8-K 1 UNITED STATES 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: November 29, 1999 PREMIS CORPORATION (Exact name of registrant as specified in its charter) Commission File No. 0-12196 Minnesota 41-1424202 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 13220 County Road 6, Plymouth, Minnesota 55441 (Address of principal executive offices) (Zip Code) (612) 550-1999 (Registrant's telephone number) Not Applicable (Former name,former address and former fiscal year,if changed since last report) Item 2. Acquisition or Disposition of Assets On November 17, 1999, pursuant to a stock purchase agreement entered into on April 20, 1999 (as amended), Premis Corporation ("Premis" or the "Company") sold all of the issued and outstanding capital stock of its wholly-owned subsidiary, Premis Systems Canada Incorporated ("PSC"), a Nova Scotia corporation, to ACA Group Canada Inc., a Nova Scotia corporation. The purchase price for the capital stock of PSC was $1,000,000 in cash and the assumption of $1,607,045 in liabilities of Premis. Item 7. Financial Statements and Exhibits (a) Not Applicable. (b) Pro forma financial information filed as part of this report: On November 17, 1999, the Company completed the sale of PSC. PSC was primarily engaged in the development and marketing of a proprietary software product known as OpenEnterprise. The following unaudited pro forma consolidated income statements reflect the pro forma results of the Company as if the transaction had been completed on April 1, 1998. These statements should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in the Company's Quarterly Report on Form 10-QSB for the period ended September 30, 1999 and the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended March 31, 1999. The pro forma information may not be indicative of what the financial condition or results of operations of the Company would have been had the sale been completed on the dates assumed, nor is such information necessarily indicative of the future financial condition of the Company. PREMIS CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED INCOME STATEMENT Six Months Ended September 30, 1999 (Unaudited) (in thousands, except per share data) Six Months Ending Six Months Ending September 30, 1999 September 30, 1998 Premis Pro Forma Premis Pro Forma Corporation Without Corporation Without Historical PREMIS Historical PREMIS Systems Systems Canada Canada TOTAL REVENUE $ 3,468 $ 268 $ 4,327 $ 457 OPERATING EXPENSES Cost of revenues 78 78 364 196 Selling, general and administrative 258 189 1,085 624 Research and Development 1,112 177 ________ ________ ________ ________ Total 335 267 2,561 997 OPERATING PROFIT 3,132 1 1,767 (540) OTHER INCOME Interest Income (Expense) 54 79 9 22 Other Income (Loss) 226 221 (26) 12 ________ ________ ________ ________ INCOME BEFORE INCOME TAXES 3,412 300 1,750 (506) PROVISION FOR INCOME TAXES 313 58 (4) ________ ________ ________ ________ NET INCOME $ 3,099 $ 241 $ 1,754 $ (506) NET INCOME PER SHARE $ .62 $ .05 $ .37 ($ .11) See Notes to Pro Forma Consolidated Income Statements. NOTES TO PRO FORMA CONSOLIDATED INCOME STATEMENTS 1. Basis of Presentation - The Pro Forma Consolidated Income Statements assume that the sale of PSC, as described in Item 2 of this Report on Form 8-K, occurred as of April 1, 1998. 2. Pro Forma Adjustments: I. Reflects the elimination of PSC business historical results of operations, as previously included in the Company's consolidated statements of income. II. Reflects additional investment income that would have been earned by the Company from the investment of the proceeds from the sale of PSC. III. Reflects the tax effects related to the elimination of PSC historical results of operations. For the six months ended September 30, 1999, the effective tax rate used is the statutory rate of 35%. Also reflects the tax effects of the additional investment income that would have been earned by the Company PREMIS CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET September 30, 1999 (Unaudited) (in thousands) PREMIS PREMIS Corporation Pro Forma Corporation Historical Adjustments Pro Forma CURRENT ASSETS Cash and cash equivalents $ 5,769 $ 995 $ 6,519 Accounts receivable 42 42 Refundable income taxes 249 249 Prepaids and other assests 64 64 ________ ________ ________ Total current assets 6,124 995 6,874 Property and equipment, net 29 29 ________ ________ ________ TOTAL ASSETS $ 6,153 $ 995 $ 6,904 CURRENT LIABILITIES 711 (331) 380 SHAREHOLDERS' EQUITY Common Stock 50 50 Additional paid in capital 9,635 9,635 Stock subscription receivable (51) (51) Accumulated deficiti (4,450) 1,340 (3,111) Cumulative translation adjustment 258 (258) ________ ________ ________ Total shareholders' equity $ 5,442 $ 1,082 $ 6,523 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 6,153 751 $ 6,904 See Notes to Pro Forma Condensed Consolidated Balance Sheet. NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET 1. Basis of Presentation - The Pro Forma Condensed Consolidated Balance Sheet assumes that the sale of PSC, as described in Item 2 of this Report on Form 8-K, occurred on September 30, 1999. 2. Pro Forma Adjustments: I. Reflects the sale of the Company's equity interest in PSC and the assumption of certain Premis liabilities by the purchaser, as well as all costs resulting from the sale. Cash consideration received is shown prior to any related transaction costs, as such costs are assumed to be paid subsequent to the sale date. (c) The following exhibit is filed as a part of this report: Exhibit No. Description Method of Filing 10.2 Stock Purchase Agreement made as Incorporated by reference to of April 20, 1999 among Premis Exhibit 10.2 filed as a part Corporation and ACA Facilitair BV, of the registrant's report on a Netherlands corporation. Form 10-KSB for the fiscal year ended March 31, 1999 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. Dated: November 29, 1999 PREMIS CORPORATION /S/ F. T. Biermeier . President, CEO and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----