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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
Cotelligent, Inc.
(Exact name of registrant as specified in its charter)
August 8, 2000
Date of Report (Date of earliest event reported)
Delaware 0-25372 94-3173918
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
101 California Street, Suite 2050
San Francisco, California 94111
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(Address of principal executive offices) (Zip Code)
(415) 439-6400
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On May 12, 2000, Cotelligent, Inc. (the "Company") filed a current
report on Form 8-K to disclose the fact that, on April 27, 2000, the Company
caused its indirectly wholly-owned subsidiary, CZG Mobile Ventures, Inc., a
Delaware corporation (the "Member Subsidiary"), to enter into an Operating
Agreement (the "Operating Agreement") with bSmart.to Technologies, Inc., a
Delaware corporation ("bSmart"), forming a joint venture entity called bSmart.to
LLC, a Delaware limited liability company (the "Joint Venture"). In connection
with the closing of the joint venture transaction on August 8, 2000 (the
"Closing Date"), the parties agreed to revise certain terms of the transaction
and, thus, executed an Amended and Restated Operating Agreement, dated August 8,
2000 (the "Amended Operating Agreement"), with revised transaction documents
attached as exhibits thereto (the "Revised Transaction Documents"), all of which
Revised Transaction Documents were executed on August 8, 2000. The Company is
filing this Form 8-K to disclose the revised terms of the joint venture
transaction.
Pursuant to the Amended Operating Agreement, the Member Subsidiary and
bSmart each owns a 50% membership interest in the Joint Venture. bSmart
contributed to the Joint Venture certain technology, patent and trademark
rights and licenses, as well as certain technology support services. On the
Closing Date, the Company, using some of the proceeds from the sale of its staff
augmentation business on June 30, 2000 (the "Staffing Sale"), contributed to the
Joint Venture (a) through the Member Subsidiary, $2,500,000 in cash and (b)
through its directly wholly-owned subsidiary, Cotelligent USA, Inc., a
California corporation ("Cotelligent USA"), (i) certain information technology
consulting and implementation and integration services assets and (ii) certain
administrative transition services. Furthermore, pursuant to a letter agreement
(the "Letter Agreement"), dated as of August 8, 2000, between the Company and
eMcris Limited, an Anguilla corporation ("eMcris"), the Company paid, using some
of the proceeds from the Staffing Sale, $2,500,000 in cash (the "Fee") to eMcris
through Cotelligent USA, which Fee was consideration for eMcris' role as a
finder and for eMcris' financial advice and other assistance with respect to the
joint venture transaction. The Joint Venture intends to utilize these
contributions to develop and market m-Commerce solutions in the emerging
wireless Internet communications area.
The Revised Transaction Documents include a five-year Warrant granted to
bSmart to purchase securities of the Company totaling 4% of the Company's
outstanding common stock at an exercise price of $8.00 per share, and a five-
year Warrant granted to the Company to purchase securities of bSmart totaling 4%
of bSmart's outstanding common stock at an exercise price equal to the most
recent valuation of bSmart, each subject to certain adjustments. For more
details regarding these warrants, please refer to the warrants attached as
exhibits to the Amended Operating Agreement filed herewith.
Copies of (i) the Amended Operating Agreement, including the Revised
Transaction Documents attached as exhibits thereto, and (ii) the Letter
Agreement are each being filed with the Securities and Exchange Commission as
exhibits to this Current Report on Form 8-K. This summary description of the
joint venture transaction and the related finder's fee does not purport to be
complete and is qualified
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in its entirety by reference to the Amended Operating Agreement and the Letter
Agreement, which are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
10.1 Operating Agreement, dated as of August 8, 2000,
between CZG Mobile Ventures, Inc. and bSmart.to
Technologies, Inc. (including exhibits).
99 Letter Agreement, dated as of August 8, 2000, between
Cotelligent, Inc. and eMcris Limited.
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Signature
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 thereunto duly authorized.
COTELLIGENT, INC.
By: /s/ Daniel E. Jackson
_____________________________________________
Name: Daniel E. Jackson
Titles: President, Chief Operating Officer
and Director
Dated: August 23, 2000
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EXHIBIT INDEX
Exhibit No. Description
10.1 Operating Agreement, dated as of August 8, 2000,
between CZG Mobile Ventures, Inc. and bSmart.to
Technologies, Inc. (including exhibits).
99 Letter Agreement, dated as of August 8, 2000,
between Cotelligent, Inc. and eMcris Limited.
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