-----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, BV6+mUhc4N+B7lJx1qV9KTFK/74i7KTiSpf8HJ/8jvUIhIYTvkCgitdFom8WAwXv TTrvXyP+b+yWe3/VUfgrAQ== 0000950134-03-003062.txt : 20030225 0000950134-03-003062.hdr.sgml : 20030225 20030225165004 ACCESSION NUMBER: 0000950134-03-003062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030224 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVE IQ TECHNOLOGIES INC CENTRAL INDEX KEY: 0000912875 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 412004369 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12401 FILM NUMBER: 03579545 BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 1500 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 9524495000 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 1500 CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: METEOR INDUSTRIES INC DATE OF NAME CHANGE: 19960313 8-K 1 c75067e8vk.txt FORM 8-K 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 (Date of earliest event reported): February 24, 2003 ACTIVE IQ TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Charter) Minnesota 1-12401 41-2004369 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 5720 Smetana Drive, Suite 101 Minnetonka, Minnesota 55343 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (952) 345-6600 (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On February 18, 2003, Active IQ Technologies, Inc. announced that it had entered into an asset purchase agreement to sell all or substantially all of the assets relating to its accounting software business conducted through Red Wing Business Systems, Inc. and Champion Business Systems, Inc., the Company's wholly-owned subsidiaries. The Company determined at the end of 2002 that the accounting software business no longer fit its core strategy. The Company originally acquired those subsidiaries, as well as FMS Marketing, Inc. (which was merged into Red Wing Business Systems on December 31, 2001), in fiscal 2001. The assets are being sold to a company that is principally owned by two key management employees of the accounting software business. The sale is subject to shareholder approval. The Company's press release dated February 18, 2003 is attached to this Form 8-K as Exhibit 99.1 and incorporated by reference herein. For the year ended December 31, 2002, the Company posted a total net loss of $9.659 million comprised of a loss from continuing operations of $4.161 million plus a loss on discontinued operations of $5.498 million related to the planned sale of the accounting software business. The loss on discontinued operations includes a loss from operations of $3.758 million, which included amortization of intangible assets of $1.179 million and a goodwill impairment charge of $2.131 million plus a loss on disposal of the accounting software business of $1.740 million for the year ended December 31, 2002. For the year ended December 31, 2001, the Company posted a total net loss and a loss from continuing operations of $9.447 million and $7.855 million, respectively. The loss related to the discontinued operations for the year ended December 31, 2001 was $1.592 million which included amortization of intangible assets of $1.513 million. The fully diluted net loss per common share was $0.77 for the year ended December 31, 2002 and a fully diluted net loss per common share of $1.15 for the year ended December 31, 2001. The loss per common share from continuing operations for the years ended December 31, 2002 and 2001 were $0.33 and $0.96, respectively. The weighted average common shares outstanding (basic and fully diluted) for the years ended December 31, 2002 and 2001 were 12.532 million and 8.210 million, respectively. Revenue from continuing operations was $499 thousand for the year ended December 31, 2002 compared to $463 thousand for the same period in 2001. Revenues of the accounting software business for the years ended December 31, 2002 and 2001 were $4.180 million and $2.248 million, respectively. The financial data relating to the year ended December 31, 2002 contained in this Item 5 are derived from our unaudited consolidated financial statements as of and for the year December 31, 2002. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits
EXHIBIT DESCRIPTION OF DOCUMENT ------- ----------------------- 99.1 Press release dated February 18, 2003.
2 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ACTIVE IQ TECHNOLOGIES, INC. Date: February 25, 2003 By: /s/ Jeffrey M. Traynor -------------------------------- Jeffrey M. Traynor Chief Financial Officer 3 EXHIBIT INDEX
EXHIBIT DESCRIPTION OF DOCUMENT ------- ----------------------- 99.1 Press Release date February 18, 2003.
4
EX-99.1 3 c75067exv99w1.txt PRESS RELEASE DATED FEBRUARY 18, 2003 EXHIBIT 99.1 FOR IMMEDIATE RELEASE ACTIVE IQ ANNOUNCES DEFINITIVE AGREEMENT TO SELL ACCOUNTING SUBSIDIARIES TO MANAGEMENT BUYOUT GROUP Sale Provides Opportunity To Focus Company Efforts On Online Document Management Services Via Its SmartCabinet Offering MINNEAPOLIS, MN, FEBRUARY 18, 2003 - Active IQ Technologies, Inc. (Nasdaq: AIQT), a leading provider of online document management services, today announced that it has entered into a definitive agreement to sell substantially all of the assets of its Red Wing Accounting Software Publisher division to a group led by management of the division. The Red Wing division is comprised of the business operations of Red Wing Business Systems, Inc., which includes FMS/Harvest and Champion Business Systems, Inc., which are wholly-owned subsidiaries of Active IQ. In consideration for these assets, the purchaser will assume the liabilities of the division plus discharge Active IQ's remaining indebtedness of $1.45 million incurred when it acquired the division. The sale is subject to the approval of Active IQ's shareholders and other customary closing conditions and is expected to close in approximately 45 days. Additional terms of the deal were not disclosed. This sale will allow both Active IQ and the Red Wing division to focus on delivering services and products to their respective customers. Active IQ's SmartCabinet provides an online document management service to leading commercial real estate owners and operators nationwide. The Red Wing division provides robust business and agricultural accounting systems to small and medium-sized businesses, farms and ranches through more than 400 channel partners. The Red Wing division has over 20,000 customers across North America. ABOUT ACTIVE IQ Active IQ Technologies (Nasdaq: AIQT) is a leading provider of online document management services that are easy to implement and deliver a rapid return on investment. The company's initial vertical industry solution is for the commercial real estate market and has been adopted by major firms including HCPI, Shorenstein and Trizec. Active IQ's SmartCabinet is delivered as a completely managed, outsourced service that places paper and electronic documents online for easy access and sharing. Active IQ is headquartered in Minneapolis, Minnesota. For more information, visit www.activeiq.com or call 952-345-6600. ABOUT RED WING BUSINESS SYSTEMS Red Wing Business Systems was created through the acquisitions of Red Wing Business Systems, Champion Business Systems and FMS/Harvest in 2001. The acquired organizations have a combined 40-year history of improving financial operation for growing businesses. Its accounting software is designed for companies that have outgrown "starter" accounting software and need an easy-to-use, feature-rich alternative to complex, high-dollar software. Red Wing Business Systems is headquartered in Red Wing, Minnesota. For more information, visit www.redwingsoftware.com or call 651-388-1106. FORWARD LOOKING STATEMENTS. Any forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risk and uncertainties including, without limitation, risks of intellectual property litigation, risks in technology development and commercialization, risks in product development and market acceptance of and demand for the Company's products, risks of downturns in economic conditions generally and in the Web content management tools and intranet information management markets specifically, risks associated with competition and competitive pricing pressures, risks associated with foreign sales and higher customer concentration and other risks detailed in Active IQ's filings with the Securities and Exchange Commission.
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