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 (Date of earliest event reported): February 17, 1998
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ORCA TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Utah
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(State or other jurisdiction of incorporation or organization)
0-27390 87-0368236
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(Commission file number) (I.R.S. Employer Identification No.)
24000 35th Avenue, SE - Suite 200
Bothell, WA 98021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 354-1600
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Digital Network Associates, Inc. Acquisition.
On February 17, 1998, DNA Merger Corporation, a Utah corporation and
wholly owned subsidiary of the Company, acquired substantially all of the
assets of Digital Network Associates, Inc., a Delaware corporation (the
"Seller"). After the closing, DNA Merger Corporation changed its name to
Digital Network Associates, Inc. ("DNA"), and the Seller changed its name
to Costa Mesa Networks, Inc.
In consideration for the Seller's assets, DNA assumed substantially
all of the Seller's liabilities, and the Company issued 111,000 restricted
shares of the Company's common stock to the Seller.
DNA manufactures and markets HEALTHPHONE , a product which uses a
conventional touchtone telephone to track, manage and control home health
aides as they work in the field. The HEALTHPHONE system collects data
from a home health aide concerning patients through the use of a series of
task codes, and then forwards the transaction data to the home health
administrator. DNA was founded by William F. Davis and Eddie L. Alldredge
in 1997, and currently has 3 employees. Mr. Davis, also a member of the
Board of Directors of the Company, and Mr. Alldredge have entered into
employment agreements with the Company under which they will oversee DNA's
day-to-day operations as President and Vice-President, respectively. The
Company currently plans to continue DNA's operations in Costa Mesa,
California for approximately 6 months and then consolidate those operations
at the Company's facility at Bothell, Washington.
ITEM 7. Financial Statements and Exhibits
A. Financial Statements
None required.
B. Exhibits
The following are filed as exhibits to this Current Report:
99.1 Press Release dated February 25, 1998
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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.
ORCA TECHNOLOGIES, INC.
By: /s/ Roger P. Vallo
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Roger P. Vallo
Chief Executive Officer and
President
(Principal Financial Officer)
Date: March 3, 1998
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EXHIBIT INDEX
Exhibit Number Description
99.1 Press Release dated February 25, 1998
NEWS RELEASE
For: ORCA TECHNOLOGIES, INC.
24000 35TH Street S.E., Suite 200
Bothell, WA 98021
Company Contact: Roger Vallo, Chairman
Phone (425) 354-1600
OTC Symbol: "ORCA"
FOR IMMEDIATE RELEASE
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ORCA Technologies Acquires Network and Systems Integrator
BOTHELL, WASHINGTON - February 25, 1998 - ORCA Technologies Inc. (OTC:
ORCA) has acquired the assets of Digital Network Associates (DNA), of Costa
Mesa, Calif., a network systems design and integration company, in exchange for
111,000 shares of restricted ORCA common stock and assumption of certain
liabilities.
DNA has developed proprietary computer networking technology which empowers
authorized, field-based personnel, without computer skills, to access and
update data on network databases, by means of a regular touch-tone telephone
pad.
According to Roger P. Vallo, ORCA's president and CEO, the first application
of this technology will be in the home-health-care industry, where DNA has
been conducting Beta tests. The DNA "healthphone" technology dovetails with
other home-health-care- specific technology presently in development by
ORCA.
It is estimated that approximately 50 percent of home-health visits are
provided to patients who do not require the services of highly skilled
medical professionals. Yet, even simple patient services require
significant, time-consuming charting and record keeping.
"It is our goal," commented Vallo, "to automate this costly record-keeping
process utilizing our user-friendly, point-of-care systems that simplify the
charting process, eliminate typing and handwriting, and transmit the
information to others who require it, over our Internet, Intranet systems,
or over telephone lines.
"Our systems are designed to assure and confirm that prescribed patient care
is given, that required procedures are followed, and that records are
complete, accurate and readable.
"The health-care industry presents special opportunity to us because it has
been very slow to automate its information-gathering and transportation
functions. Eventually, we will expand the sale of our products to other
industries where they have application," Vallo said.
In addition, DNA will be interacting with other ORCA operating entities in
the development and implementation of custom-designed network and
application solutions for ORCA clients.
ORCA Technologies, which has headquarters in Bothell, a Seattle suburb, is a
two-year-old network and applications services provider. The company
provides network and software application solutions to satisfy its
customers' business needs.
NOTE: This release, other than historical information, consists of forward-
looking statements that involve risks and uncertainties such as potential
delays due to product development, market acceptance of new technologies and
related products, acceptance of DNA's technology in other industries,
integration of the business of DNA into the existing business of ORCA and
competitive pressures. Readers are referred to the documents filed by ORCA
with the SEC, specifically the most recent reports on forms 10-QSB and 10-KSB,
that identify important risk factors which could cause actual results to
differ materially from those contained in the forward-looking statements. ORCA
and its subsidiaries disclaim any intent or obligation to update these
forward-looking statements.
