8-K/A 1 a2105144z8-ka.htm 8-K/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 4, 2003

FIRSTWAVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Georgia
(State or other jurisdiction of incorporation)		   0-21202
(Commission File Number)		   58-1588291
(I.R.S. Employer Identification No.)

2859 Paces Ferry Road, #1000, Atlanta, Georgia
(Address of principal executive offices)
 
30339
(Zip Code)

Registrant's telephone number, including area code: (770) 431-1200

N/A
(Former Name or Former Address, if Changed Since Last Report)

        The registrant hereby amends its report on Form 8-K filed on March 4, 2003 by deleting the text under Item 7 and replacing it with the following text:


Item 7. Financial Statements and Exhibits

    (a)
    Financial Statements of Business Acquired.

      The following financial statements of Connect-Care, LLC, together with the notes thereto and the report of Cherry, Bekaert & Holland, L.L.P. with respect to the periods stated therein, are filed as part of this report:

      Balance Sheet as of December 31, 2002.

      Statement of Operations for the year ended December 31, 2002.

      Statement of Changes in Members' Deficit for the year ended December 31, 2002.

      Statement of Cash Flows for the year ended December 31, 2002.

    (b)
    Pro Forma Financial Information.

      The following unaudited pro forma condensed consolidated financial statements of Firstwave Technologies, Inc. and Connect-Care, LLC, together with the notes thereto, are filed as part of this report:

      Pro forma Condensed Consolidated Statement of Operations for the year ended December 31, 2002.

      Pro forma Condensed Consolidated Balance Sheet as of December 31, 2002.

    (c)
    Exhibits.

2.1   Merger Agreement dated March 3, 2003 by and between Firstwave Technologies, Inc., CC Subsidiary, Inc., Connect-Care, Inc., and certain shareholders of Connect-Care, Inc.*
23   Consent of Independent Accountants
99.1   The following financial statements of Connect-Care, LLC, together with the notes thereto and the report of Cherry, Bekaert & Holland, L.L.P. with respect to the periods stated therein:
    Balance Sheet as of December 31, 2002
    Statement of Operations for the year ended December 31, 2002
    Statement of Changes in Members' Deficit for the year ended December 31, 2002
    Statement of Cash Flows for the year ended December 31, 2002
99.2   The following unaudited pro forma condensed consolidated financial statements of Firstwave Technologies, Inc. and Connect-Care, LLC, together with the notes thereto:
    Pro forma Condensed Consolidated Statement of Operations for the year ended December 31, 2002
    Pro forma Condensed Consolidated Balance Sheet as of December 31, 2002
*
Previously filed with the registrant's Current Report on Form 8-K filed March 4, 2003.

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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.

    FIRSTWAVE TECHNOLOGIES, INC.

 
 
By:
 
/s/  JUDITH A. VITALE      
Judith A. Vitale
 Chief Financial Officer

Date: March 7, 2003

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Exhibit Index

Exhibit No.
   Description
2.1   Merger Agreement dated March 3, 2003 by and between Firstwave Technologies, Inc., CC Subsidiary, Inc., Connect-Care, Inc., and certain shareholders of Connect-Care, Inc.*
23   Consent of Independent Accountants
99.1   The following financial statements of Connect-Care, LLC, together with the notes thereto and the report of Cherry, Bekaert & Holland, L.L.P. with respect to the periods stated therein:
    Balance Sheet as of December 31, 2002
    Statement of Operations for the year ended December 31, 2002
    Statement of Changes in Members' Deficit for the year ended December 31, 2002
    Statement of Cash Flows for the year ended December 31, 2002
99.2   The following unaudited pro forma condensed consolidated financial statements of Firstwave Technologies, Inc. and Connect-Care, LLC, together with the notes thereto:
    Pro forma Condensed Consolidated Statement of Operations for the year ended December 31, 2002
    Pro forma Condensed Consolidated Balance Sheet as of December 31, 2002
*
Previously filed with the registrant's Current Report on Form 8-K filed March 4, 2003.

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SIGNATURES
Exhibit Index