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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 4, 2000 1-14559
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Date of Report (Date of earliest (Commission File Number)
event reported)
MUSE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 85-0437001
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1601 Randolph SE
Albuquerque, New Mexico 87106
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(Address of Principal Executive Offices) (Zip Code)
(505) 843-6873
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On May 5, 2000, Muse Technologies, Inc. (the "Company"), announced it
has entered into a non-binding letter of intent to acquire all of the issued and
outstanding capital stock of Advanced Visual Systems Inc. ("AVS") an
international data visualization company. The exchange will be accomplished
through the merger (the "Merger") of a wholly-owned subsidiary of the Company
with and into AVS such that AVS will become a wholly-owned subsidiary of the
Company.
Pursuant to the letter of intent, the Company will issue up to a
maximum of 2.1 million shares of its common stock in exchange for all of the
outstanding common and preferred shares of AVS and will assume all of the
outstanding stock options of AVS. Additionally, the Company will assume
approximately $2 million of convertible debt of AVS. The Merger is expected to
be accounted for as a pooling of interests.
The consideration payable by the Company was determined as a result of
negotiation by and between the Company and AVS. The number of shares of the
Company's common stock to be issued in connection with the Merger was determined
based on an exchange rate of 3.286 shares of AVS common stock for each share of
the Company's common stock. The number of shares of common stock subject to
stock options of the Company to be issued to the holders of AVS stock options
was determined based on the same exchange rate of 3.286 shares of AVS common
stock for one share of the Company's common stock.
The consummation of the Merger is subject to certain conditions,
including, but not limited to, negotiation and execution of definitive merger
documents, satisfactory completion of due diligence, and approval by the
stockholders of AVS pursuant to a joint proxy statement/prospectus to be filed
with, and declared effective by, the Securities and Exchange Commission.
Additionally, the Company has agreed to provide a demand loan to AVS in the
principal amount of $1 million prior to consummation of Merger for working
capital purposes.
Item 7. Financial Statements, Pro Forma Information And Exhibits.
(a) and (b) Not applicable.
(c) Exhibit 1 - Press Release dated May 5, 2000.
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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.
Date: May 10, 2000 MUSE TECHNOLOGIES, INC.
By: /s/ Brian R. Clark
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Brian R. Clark
President and Chief Financial
Officer
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[GRAPHIC OMITTED]
MUSE Technologies
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Contact: Steve Sukman or Christina Ward (505) 843-6873 [email protected]
MUSE Technologies Signs Letter of Intent to
Acquire Advanced Visual Systems (AVS)
Leading data visualization and perceptual computing software firms set sights on
next-generation solutions for analysis, simulation and collaborative business
intelligence
(Albuquerque, NM, May 5, 2000-- 6:30 a.m. EDT)
MUSE Technologies, Inc. (Nasdaq: MUZE), developer of advanced
perceptual computing and collaboration software, today announced that it has
entered into a letter of intent to acquire Advanced Visual Systems (AVS), an
international leader in the field of data visualization. The acquisition, when
completed, would create one of the world's largest companies dedicated to
developing and integrating software and solutions using 3D graphics technology,
with over 12,000 users worldwide and 15 international offices on five
continents.
Pursuant to the letter of intent, MUSE will issue a maximum of 2.1
million current outstanding shares of MUSE common stock (19%) in exchange for
all of the outstanding common and preferred shares of AVS and a maximum of 1.3
million employee stock options. Additionally, MUSE will assume approximately $2
million of convertible debt of AVS from Kubota Corporation. The consummation of
the transaction is subject to certain conditions.
MUSE and AVS are both pioneers in helping business, industrial and
government customers transform massive quantities of data into highly visual
representations. The two companies are noted for creating powerful products used
by software developers to build customized visualization solutions, as well as
turnkey applications for end-users to analyze diverse forms of information.
The recent advent of low-cost desktop computer systems that deliver
rendering speed and resolution formerly found only in high-cost specialized
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1601 Randolph SE Suite 210, Albuquerque, New Mexico 87106
V: (800) 711-3899 F: (505) 766-9123 www.musetech.com [email protected]
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MUSE Technologies For Immediate Release
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hardware has dramatically changed the visualization software market. As a
result, MUSE and AVS plan to leverage their combined 14 years of industry
experience to integrate and expand their product lines, creating new software to
meet the growing demand for visualization in application areas that once had to
depend strictly on two-dimensional analysis.
According to Brian R. Clark, President of MUSE Technologies, "The
integration of MUSE and AVS is a seamless match of complementary technologies,
talent and timing. With visualization and perceptual computing poised to migrate
onto the desktops of worldwide business users, our plan to dominate the
marketplace is strengthened and expedited by a joining of MUSE and AVS."
Clark added, "Our respective technology teams have been working in
distinctive yet complementary areas of research and development for the past
several years. We believe that a fusion of these efforts can produce a
generation of new products that will capture the market and firmly establish
visualization and perceptual computing as the standard for business intelligence
and collaborative decision-making."
According to Russ Barbour, President and CEO of AVS, "AVS has a decade
of experience in creating data visualization software and solutions. We see a
tremendous opportunity to propel this technology into existing and developing
markets through our union with MUSE."
When the acquisition is completed, AVS will become a wholly owned
subsidiary of MUSE and will be known as MUSE Advanced Visual Systems. Mr. Clark
will continue to serve as President of MUSE Technologies. Russ Barbour will
serve as President of the MUSE AVS subsidiary, and John William Poduska, Sr.,
Chairman of the Board and Founder of AVS, will be appointed to the Board of MUSE
Technologies.
MUSE personnel will double to approximately 170 as a result of the
acquisition. Offices of the two companies, which are located throughout North
America, Europe, Asia, the South Pacific, Africa and the Middle East, will
operate under divisional control by the Office of the President, chaired by Mr.
Clark.
The companies are working together on the launch of a new version of
OpenViz(R), an AVS-created software product that provides innovative and
powerful Web-based solutions for the interactive analysis, visualization and
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MUSE Technologies For Immediate Release
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communication of quantitative business and financial information. OpenViz is
targeted at software vendors and developers in IT organizations and represents a
significant breakthrough in adapting the fundamentals of 3D data visualization
for use on conventional desktop PCs and via the Internet.
(End)
About MUSE Technologies
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MUSE Technologies, Inc. (Nasdaq: MUZE) is an international leader in the
development of perceptual computing software. From headquarters in Albuquerque,
NM and offices in Houston, Washington D.C., London, Manchester (UK) and Paris,
the Company and its subsidiaries, Virtual Presence and MUSE Federal Systems
Group, provide a broad range of software, hardware, integration and development
solutions to corporate and government customers in an array of industries. For
more information on MUSE Technologies, call (800) 711-3899 or (505) 843-6873, or
visit the company's Web site at www.musetech.com.
uuSE (spelled with the Greek "mu" symbol as the first character) and the MUSE
Technologies logo are trademarks of MUSE Technologies, Inc., registered in the
United States Patent & Trademark Office. Any other trademarks or copyrights
referenced herein are the property of their respective owners.
Information contained in this press release includes statements that are
forward-looking. Actual results could differ materially from those projected in
the forward-looking statements. Information concerning factors that could cause
actual results to differ materially from those in the forward-looking statements
is described in MUSE Technologies' Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1999 and the Company's December 31, 1999 10-QSB filing,
both of which are on file with the Securities and Exchange Commission.
About Advanced Visual Systems
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Advanced Visual Systems Inc. (AVS) is the pre-eminent global provider of
sophisticated data visualization technology that transforms massive and complex
quantities of data into visual representations. The company provides solutions
for developers who build customized visualization software, as well as
ready-to-use applications for end users who analyze information contained in
graphical representation. More than 12,000 users in 2,000 organizations around
the world use AVS technology to gain insight and competitive advantage from
data. They look to AVS to reduce development costs, incorporate industry
standards, and speed time to market. For more information on AVS, call
1-781-890-4300, e-mail [email protected] or visit the AVS Web site at:
[http://www.avs.com].
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