8-K/A 1 c77418a1e8vkza.txt AMENDMENT NO. 1 TO FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K/A AMENDMENT TO 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 14, 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.) 800 Nicollet Mall, Suite 2690 Minneapolis, Minnesota 55402 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (612) 664-0570 (Former Name or Former Address, if Changed Since Last Report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On March 14, 2003, Active IQ Technologies, Inc. (the "Company") sold all or substantially all of the assets relating to its Hosted Solutions Business pursuant to an Asset Purchase Agreement dated March 14, 2003 between the Company and Stellent, Inc. In exchange for such assets, the Company received $650,000 in cash. The purchaser also reimbursed the Company $150,000 for expenses incurred by the Company in connection with the transaction. Following the sale of the assets of the hosted solutions business, the Company's only remaining operating assets were that of its Red Wing Business Systems, Inc. and Champion Business Systems, Inc. subsidiaries, which collectively operated as the Company's Accounting Software Business. On April 30, 2003, we completed the sale of substantially all of the assets of the Accounting Software Business to key employees of that division. With the completion of this sale, we have no operating business assets, no debt and net assets of approximately $450,000. The Company is actively reviewing business opportunities for acquisition. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) Pro Forma Financial Information. Set forth below is the unaudited pro forma financial information concerning the Registrant's disposition of its Hosted Solutions Business, as described in Item 2 of this Form 8-K/A. INDEX TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
Page ---- Unaudited Pro Forma Combined Financial Information 1 Unaudited Pro Forma Combined Balance Sheet as of December 31, 2002 2 Unaudited Pro Forma Combined Statement of Operations: For the year ended December 31, 2002 3 Notes to Unaudited Pro Forma Combined Financial Information 4
1 ACTIVE IQ TECHNOLOGIES, INC. AND SUBSIDIARIES PRO FORMA COMBINED BALANCE SHEET DECEMBER 31, 2002
ACTIVE IQ PRO FORMA TECHNOLOGIES, INC. COMBINED HISTORICAL PRO FORMA BALANCE SHEET DECEMBER 31, 2002 ADJUSTMENTS AT 12/31/02 -------------------------- ------------------------ -------------------- ASSETS Current Assets Cash and equivalents $ 13,211 $ 800,000 (A) $ 663,211 (150,000)(B) Accounts receivable, net 35,107 0 35,107 Prepaid expenses 35,542 0 35,542 ----------------------- -------------------- -------------------- Total Current Assets 83,860 650,000 733,860 Property and equipment, net 123,505 (120,000)(A) 3,505 Prepaid royalties 975,000 (975,000)(A) 0 ----------------------- -------------------- -------------------- $ 1,182,365 $ (445,000) $ 737,365 ======================= ==================== ==================== LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Current Liabilities Accounts payable $ 304,526 $ 0 $ 304,526 Net liabilities of discontinued operations 93,078 0 93,078 Accrued expenses 195,628 0 195,628 ----------------------- -------------------- -------------------- Total Current Liabilities 593,232 0 593,232 ----------------------- -------------------- -------------------- Stockholders' Equity Common stock 132,647 0 132,647 Additional paid in capital 22,616,833 0 22,616,833 Stock subscription receivable (2,000,000) 0 (2,000,000) Deferred compensation (182,213) 0 (182,213) Warrants 2,602,860 0 2,602,860 Retained earnings (22,580,994) (445,000)(A) (23,025,994) ----------------------- -------------------- -------------------- Total Equity 589,133 (445,000) 144,133 ----------------------- -------------------- -------------------- $ 1,182,365 $ (445,000) $ 737,365 ======================= ==================== ====================
See accompanying notes to unaudited pro forma financial information. 2 ACTIVE IQ TECHNOLOGIES, INC. AND SUBSIDIARIES PRO FORMA COMBINED STATEMENT OF OPERATIONS
ACTIVE IQ TECHNOLOGIES, INC. PRO FORMA HISTORICAL COMBINED YEAR ENDED PRO FORMA STATEMENT OF DECEMBER 31, 2002 ADJUSTMENTS OPERATIONS ------------------------- ------------------------ ----------------------- Revenues $ 499,378 $ (445,779)(C) $ 53,599 ---------------------- -------------------- -------------------- Operating expenses: Cost of goods sold 588,488 (555,626)(C) 32,862 Selling, general and administrative 3,339,590 (1,305,651)(C) 2,033,939 Depreciation and amortization 144,962 (144,461)(C) 501 Product development 134,217 (105,278)(C) 28,939 Loss on disposal of asset 114,037 (88,557)(C) 25,480 Loss on impairment of goodwill 417,273 0 417,273 ---------------------- -------------------- -------------------- Total operating expenses 4,738,567 (2,199,573) 2,538,994 ---------------------- -------------------- -------------------- Loss from operations (4,239,189) 1,753,794 (2,485,395) ---------------------- -------------------- -------------------- Other income (expense): Interest income 15,244 0 15,244 Other income 430,000 (410,000)(C) 20,000 Interest expense (367,469) 0 (367,469) ---------------------- -------------------- -------------------- Total other expense over income 77,775 (410,000) (332,225) ---------------------- -------------------- -------------------- Net loss from continuing operations (4,161,414) 1,343,794 (2,817,620) ---------------------- -------------------- -------------------- Discontinued operations: Loss from operations of discontinued software accounting publishers (3,757,341) 0 (3,757,341) Loss on disposal of accounting software business (including provision for phase out operating losses of $50,000) (1,740,000) 0 (1,740,000) ---------------------- -------------------- -------------------- Loss on discontinued operations (5,497,341) 0 (5,497,341) ---------------------- -------------------- -------------------- Net Loss $ (9,658,755) $ 1,343,794 $ (8,314,961) ====================== ==================== ==================== Basis and diluted net loss per common share: Continuing operations $ (0.33) $ 0.11 $ (0.22) Discontinued operations (0.44) - (0.44) ---------------------- -------------------- -------------------- Net Loss $ (0.77) $ 0.11 $ (0.66) ====================== ==================== ==================== Basic and diluted weighted average outstanding shares 12,532,354 12,532,354 12,532,354 ====================== ==================== ====================
See accompanying notes to unaudited pro forma financial information. 3 ACTIVE IQ TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION DECEMBER 31, 2002 (1) DESCRIPTION OF THE TRANSACTION On March 14, 2003, Active IQ Technologies, Inc. ("Active IQ" or the "Company") entered into an asset purchase agreement with Stellent, Inc., pursuant to which Active IQ sold substantially all of the assets of the Company used in the business of distributing enterprise content management software solutions to customers on a hosted basis (the "Hosted Business"). The aggregate consideration Active IQ received for the sale of the Hosted Business (the "Transaction") was $650,000 in cash. In addition, Stellent, Inc. agreed to reimburse Active IQ $150,000 for expenses it incurred in connection with the Transaction. The following unaudited combined balance sheet as of December 31, 2002 gives effect to the Transaction as if it occurred on December 31, 2002. The unaudited pro forma statement of operations gives effect to the Transaction as if it occurred on January 1, 2002. (2) DESCRIPTION OF PRO FORMA ADJUSTMENTS (A) The consideration received for the sale of substantially all the assets of the Hosted Business was $650,000 in cash plus reimbursement of $150,000 for expenses incurred by Active IQ in connection with the Transaction. The allocation of the sale price is as follows: Sale of Prepaid Royalties $ 975,000 Sale of Property and Equipment used in Hosted Business 120,000 Add: transaction costs, including severance costs of $100,000 (1) 150,000 ---------- Total assets sold including transaction costs $1,245,000 Less: Cash received (800,000) ---------- Loss on the Transaction $ 445,000 ----------
(1) The employment contracts Active IQ had with certain employees who were terminated contained a provision that required Active IQ to make certain severance payments. Active IQ estimates total severance pay to total $100,000. In addition, Active IQ estimates legal, accounting and other fees incurred to complete the Transaction will total $50,000. (B) The reduction in cash adjustment represents the estimated transaction costs to be incurred as a result of the Transaction. The costs are primarily the Company's legal, accounting, and severance costs. (C) Reflects elimination of actual Hosted Business revenues and estimated expenses for the year ended December 31, 2002. 4 (c) Exhibits
EXHIBIT DESCRIPTION OF DOCUMENT ------ ----------------------- 2.1 Asset Purchase Agreement dated March 14, 2003 by and between Active IQ Technologies, Inc. and Stellent, Inc. * * Previously filed
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: May 27, 2003 By: /s/ Mark D. Dacko -------------------------------- Mark D. Dacko Chief Financial Officer EXHIBIT INDEX
EXHIBIT DESCRIPTION OF DOCUMENT ------- ----------------------- 2.1 Asset Purchase Agreement dated March 14, 2003 by and between Active IQ Technologies, Inc. and Stellent, Inc. * * Previously filed