8-K/A 1 0001.txt GROW BIZ 8K/A 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): August 30, 2000 Grow Biz International, Inc. (Exact Name of Registrant as Specified in Its Charter) Minnesota (State or Other Jurisdiction of Incorporation) 000-22012 41-1622691 (Commission File Number) (I.R.S. Employer Identification Number) 2400 Dahlberg Drive Golden Valley, Minnesota 55422 (Address of Principal Executive Offices) (Zip Code) (612) 520-8500 (Registrant's Telephone Number, Including Area Code) -------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets On August 30, 2000, Grow Biz International, Inc. ("Grow Biz") completed the sale of its Computer Renaissance franchise system and three Computer Renaissance retail stores to Hollis Technologies, LLC and CompRen, Inc. of Lakeland, Florida pursuant to an Asset Purchase Agreement dated August 30, 2000 by and among Grow Biz, Hollis Technologies, LLC and CompRen, Inc. (individually Hollis Technologies, LLC shall be referred to as "Hollis" and CompRen, Inc. shall be referred to as "CompRen" and collectively Hollis and CompRen shall be referred to as the "Buyer"). Pursuant to the Asset Purchase Agreement, Grow Biz sold all its assets, properties, rights, title and interest in the Computer Renaissance franchise system and its three company-owned Computer Renaissance stores to Buyer for $3.0 million and certain assumed liabilities. Grow Biz has agreed to indemnify Buyer for certain claims, causes of action or damages, including those arising from all times prior to August 30, 2000, and agreed to place $1.0 million of the cash purchase price in a escrow account for an eighteen month period. The escrow agent will disburse to Grow Biz $333,333.33 minus the amount of any claims, on the six-month, twelve month and eighteen month anniversary of the date of the transaction. In connection with the Asset Purchase Agreement, Grow Biz and Hollis entered into a Software License Agreement and Trademark License Agreement. Grow Biz granted Hollis a world-wide, royalty free right and license to use licensed trademarks in connection with the Computer Renaissance franchising business and to use certain point-of-sale and inventory management software. Grow Biz agreed to maintain as confidential any confidential or proprietary information or materials related to the Computer Renaissance franchise system and Grow Biz and its Chief Executive Office agreed not to, for a five year period, directly or indirectly compete against Buyer by operating a computer franchise system or used and new computer retail stores. In addition, Grow Biz entered into a five year Consulting Agreement dated August 30, 2000 with Hollis. Pursuant to the Consulting Agreement, Grow Biz agreed to assist Hollis with the orderly transition of the Computer Renaissance franchise system from Grow Biz to Buyer and with business strategy matters relating to the Computer Renaissance franchise system. Item 7. Financial Statement and Exhibits A. Financial statements of businesses acquired. Not applicable. B. Pro forma financial information. At the time this Report on Form 8-K was filed with the Securities and Exchange Commission, it was impracticable to provide the required pro forma financial information. Pursuant to Item 7(b)(2) of Form 8-K, the required pro forma financial information will be filed by amendment by November 13, 2000 or sooner if such information is available. C. Exhibits. The following is filed herewith. The exhibit number corresponds with Item 601(b) of Regulation S-K. Exhibit No. Description 2.1 Asset Purchase Agreement dated August 30, 2000 by and among Grow Biz International, Inc., Hollis Technologies, LLC and CompRen, Inc. Pursuant to Item 601(b)(2) of the Regulation S-K, and subject to claims of confidentiality pursuant to Rule 24B-2 under the Securities Exchange Act of 1934, upon the request of the Commission the Registrant undertakes to furnish supplementally to the Commission a copy of any schedule or exhibit to the Asset Purchase Agreement as follows: Schedule 1 Contracts Schedule Schedule 2 Leases Schedule Schedule 3 Franchise Agreement Schedule (See 3.22(a)) Schedule 4 Proprietary Rights Schedule Schedule 5 Permits Schedule Schedule 6 Excluded Assets Schedule Schedule 7 Assumed Liability Schedule Schedule 8 Excluded Liability Schedule Schedule 9 Allocation Schedule Schedule 10 Qualification Schedule Schedule 11 Consents Schedule Schedule 12 Financial Statements Schedule Schedule 13 Accounting Schedule Schedule 14 Developments Schedule Schedule 15 Encumbrances Schedule Schedule 16 Tax Schedule Schedule 17 Employee Benefits Schedule Schedule 18 Litigation Schedule Schedule 19 Insurance Schedule Schedule 20 Brokerage Schedule Schedule 21 Employee Schedule Schedule 22 Compliance Schedule Schedule 23 Environmental and Safety Schedule Schedule 24 Affiliated Transactions Schedule Schedule 25 Schedule 3.22(a) Schedule 26 Schedule 3.22(e) Schedule 27 Schedule 3.22(g) Schedule 28 Schedule 3.22(h) Schedule 29 Schedule 3.22(i) Schedule 30 Schedule 3.22(k) Schedule 31 Schedule 3.22(m) Schedule 32 Schedule 3.22(n) Schedule 33 Schedule 3.22(o) Schedule 34 Schedule 3.22(p) Schedule 35 Schedule 3.22(q) Schedule 36 Schedule 3.22(r) Schedule 37 Schedule 3.22(s) Schedule 38 Schedule 3.22(t) Schedule 39 Schedule 3.22(u) Schedule 40 Schedule 3.23(a) Schedule 41 Schedule 3.23(c) Schedule 42 Schedule 3.23(e) Schedule 43 Schedule 3.23(g) Schedule 44 Schedule 3.23(h) Schedule 45 Schedule 3.23(i) Schedule 46 Schedule 3.24(a) Schedule 47 Schedule 3.24(f) Schedule 48 Schedule 3.25(a) Schedule 49 Exhibit 1.1(a)(i) Schedule 50 Exhibit 1.1(a)(ii) Schedule 51 Exhibit 1.1(a)(iii) 10.1 Trademark License Agreement dated August 30, 2000 by and between Grow Biz International, Inc. and Hollis Technologies, LLC. 10.2 Software License Agreement dated August 30, 2000 by and between Grow Biz International, Inc. and Hollis Technologies, LLC. 10.3 Consulting Agreement dated August 30, 2000 by and between Grow Biz International, Inc. and Hollis Technologies, LLC. 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. Grow Biz International, Inc. Date: September, 14, 2000 By /s/ John L. Morgan John L. Morgan, Chief Executive Officer SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 EXHIBIT INDEX to FORM 8-K Grow Biz International, Inc. Exhibit No. Description Exhibit No. Description 2.1 Asset Purchase Agreement dated August 30, 2000 by and among Grow Biz International, Inc., Hollis Technologies, LLC and CompRen, Inc. Pursuant to Item 601(b)(2) of the Regulation S-K, and subject to claims of confidentiality pursuant to Rule 24B-2 under the Securities Exchange Act of 1934, upon the request of the Commission the Registrant undertakes to furnish supplementally to the Commission a copy of any schedule or exhibit to the Asset Purchase Agreement as follows: Schedule 1 Contracts Schedule Schedule 2 Leases Schedule Schedule 3 Franchise Agreement Schedule (See 3.22(a)) Schedule 4 Proprietary Rights Schedule Schedule 5 Permits Schedule Schedule 6 Excluded Assets Schedule Schedule 7 Assumed Liability Schedule Schedule 8 Excluded Liability Schedule Schedule 9 Allocation Schedule Schedule 10 Qualification Schedule Schedule 11 Consents Schedule Schedule 12 Financial Statements Schedule Schedule 13 Accounting Schedule Schedule 14 Developments Schedule Schedule 15 Encumbrances Schedule Schedule 16 Tax Schedule Schedule 17 Employee Benefits Schedule Schedule 18 Litigation Schedule Schedule 19 Insurance Schedule Schedule 20 Brokerage Schedule Schedule 21 Employee Schedule Schedule 22 Compliance Schedule Schedule 23 Environmental and Safety Schedule Schedule 24 Affiliated Transactions Schedule Schedule 25 Schedule 3.22(a) Schedule 26 Schedule 3.22(e) Schedule 27 Schedule 3.22(g) Schedule 28 Schedule 3.22(h) Schedule 29 Schedule 3.22(i) Schedule 30 Schedule 3.22(k) Schedule 31 Schedule 3.22(m) Schedule 32 Schedule 3.22(n) Schedule 33 Schedule 3.22(o) Schedule 34 Schedule 3.22(p) Schedule 35 Schedule 3.22(q) Schedule 36 Schedule 3.22(r) Schedule 37 Schedule 3.22(s) Schedule 38 Schedule 3.22(t) Schedule 39 Schedule 3.22(u) Schedule 40 Schedule 3.23(a) Schedule 41 Schedule 3.23(c) Schedule 42 Schedule 3.23(e) Schedule 43 Schedule 3.23(g) Schedule 44 Schedule 3.23(h) Schedule 45 Schedule 3.23(i) Schedule 46 Schedule 3.24(a) Schedule 47 Schedule 3.24(f) Schedule 48 Schedule 3.25(a) Schedule 49 Exhibit 1.1(a)(i) Schedule 50 Exhibit 1.1(a)(ii) Schedule 51 Exhibit 1.1(a)(iii) 10.1 Trademark License Agreement dated August 30, 2000 by and between Grow Biz International, Inc. and Hollis Technologies, LLC. 10.2 Software License Agreement dated August 30, 2000 by and between Grow Biz International, Inc. and Hollis Technologies, LLC. 10.3 Consulting Agreement dated August 30, 2000 by and between Grow Biz International, Inc. and Hollis Technologies, LLC.