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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
NOVEMBER 9, 2000 1-14559
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Date of Report (Date of earliest event reported) (Commission File Number)
MUSE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 85-0437001
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(State or other jurisdiction of incorporation or (I.R.S. Employer
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 2. ACQUISITION OR DISPOSITION OF ASSETS.
Muse Technologies, Inc. (the "Company") had previously announced that
it had entered into an Agreement and Plan of Merger, dated as of July 18, 2000
(the "Merger Agreement"), among the Company, MUSE Merger Sub, Inc., a
wholly-owned subsidiary of the Company ("Merger Sub"), and Advanced Visual
Systems Inc. ("AVS"). Pursuant to the Merger Agreement, on November 9, 2000, AVS
was merged with and into Merger Sub and AVS, as the surviving corporation,
became a wholly-owned subsidiary of the Company (the "Merger"). At the effective
time of the Merger, the Company issued 1,929,579 shares of its common stock
(approximately 18% of outstanding common stock prior to the Merger) in exchange
for all of the outstanding common and preferred shares of AVS and assumed all of
the outstanding stock options of AVS (approximately 1.4 million shares upon
exercise). Additionally, the Company assumed $2 million of convertible debt of
AVS. Such debt is convertible into an aggregate of 202,839 shares of the
Company's common stock. The Merger will be accounted for as a pooling of
interests.
The consideration paid by the Company was determined as a result of
arms-length negotiations between the Company and AVS. The number of shares of
the Company's common stock issued in connection with the Merger was determined
based on an exchange rate of 3.286 shares of AVS capital stock for each share of
the Company's common stock (except AVS Series A Preferred Stock which had an
exchange rate of .0649646 shares 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.
Additionally, attached as an exhibit hereto is a press release dated
November 10, 2000, which press release is hereby incorporated by reference into
this Form 8-K, announcing the consummation of the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
(a) and (b) The audited and pro forma financial statements required by this
Form 8-K were included as part of the Registration Statement on Form S-4
relating to the Merger filed on September 13, 2000.
(c) Exhibit 1 - Press Release dated November 10, 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: November 21, 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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EXHIBIT 1
MUSE TECHNOLOGIES AND ADVANCED VISUAL SYSTEMS COMPLETE MERGER
DATA VISUALIZATION PIONEERS JOIN FORCES TO BRING POWER OF VISUAL AND PERCEPTUAL
COMPUTING TO INTERNATIONAL BUSINESS, FINANCIAL, ENGINEERING AND SCIENTIFIC
MARKETS
(Albuquerque, NM & Waltham, MA -- November 10, 2000, 6:30 a.m. EST)
MUSE Technologies (Nasdaq: MUZE) today announced the completion of its merger
with Advanced Visual Systems (AVS), creating one of the world's leading
providers of data visualization software and services. The combined companies,
which will operate under their respective brands until early 2001, will have
headquarters in the Boston area and immediately begin joint sales and marketing
initiatives designed to spearhead new commercial activity in the US, Europe and
Asia.
Under the terms of a pooling of interest transaction, approximately 1.9
million shares of MUSE common stock (18% of the pre-merger outstanding shares)
were issued in exchange for all outstanding common and preferred shares of AVS
and MUSE assumed an additional 1.4 million shares subject to employee stock
options. Additionally, MUSE assumed approximately $2 million of convertible debt
of AVS from Kubota Corporation, which debt is convertible into approximately
203,000 shares of MUSE common stock.
The companies also announced the appointment of Russell G. Barbour,
President and Chief Executive of AVS, as CEO of MUSE Technologies and its
subsidiaries. Brian R. Clark will continue to serve as President and Chief
Financial Officer of the MUSE group of companies, as will Senior Vice President
Steve Sukman. Other MUSE executive appointments include Timothy Dunn, Vice
President of Professional Services; Stig Jensen, Vice President of International
Operations; David Rosen, Vice President of Business Development; and Melanie
Ziegler, Vice President of Product Development.
MUSE and AVS have been leaders in the data visualization and perceptual
computing segments of the information technology marketplace. Through a focused
strategy of software product development and licensing, combined with a wide
range of professional services, MUSE and its subsidiaries plan to leverage and
extend their success in the engineering, scientific and federal markets and make
a bold push into the general business and financial industries.
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According to Russell G. Barbour, CEO of MUSE Technologies, "Long before
our merger discussions took place, both MUSE and AVS anticipated that advances
in computer hardware, graphics technology and networking would create the broad
market opportunity that exists today for our products and services. We plan to
channel the technology and expertise that each company has acquired over the
past several years into becoming the dominant provider of data visualization
software and custom application development in market sectors that are poised
for solid growth. These include the financial, energy/utilities, transportation,
logistics, telecommunications, insurance, oil & gas, engineering and scientific
markets."
MUSE President Brian R. Clark added, "Our primary distribution channel
into these industries will be a direct sales force organized into an
International and North American segments. Stig Jensen, Vice President of
International Operations based in Paris, has a career history of exemplary sales
performance. Timothy Dunn, Vice President of Professional Services is acting
head of North American sales while we conduct a search for a full-time Vice
President for that post. Our objective is to increase our global sales force by
25% over the next several quarters and implement distinctive strategies for the
sale of our technical and business products."
"We also plan to continue working closely with Independent Software
Vendors (ISVs) and other strategic partners as an additional distribution
channel," said Barbour. "A number of our products are especially suitable for
integration into third-party software applications and are capable of producing
substantial, long-term licensing revenue. We plan on aggressively pursuing a
wide range of licensing opportunities and believe that the company can actively
increase its royalty-based revenue stream."
Barbour also commented, "We plan on continuing to support all of the
existing products in our lineup and expect to offer new updates or releases of
our popular AVS/Express, MuSE, OpenViz and VizWorks software over the next
several quarters. Each product in the family serves distinctive requirements of
our target markets and will be the recipient of new marketing initiatives that
will commence almost immediately."
With regard to financial projections for the company, Brian Clark
noted, "Pro forma combined revenue of MUSE and AVS, as stated in our public
filings, would have been $16.1 million for the nine-months ending June 30, 2000.
Management believes that the combined companies will experience improved
operating efficiencies and that our future results will reflect our new
management infrastructure and focus."
Clark added, "We believe that the recent underperformance by a UK
subsidiary is a quarterly aberration, and that our new management structure and
other divisional practices that have or will be placed into effect will address
the underlying causes."
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"We strongly believe that the union of MUSE and AVS presents a
tremendous opportunity for our investors, employees and customers," commented
Barbour. "Our two companies have traveled parallel roads for the past several
years and a growing marketplace, synergistic products and a shared vision have
merged us onto the same highway--headed toward what we believe is an exciting
future together."
(End)
ABOUT MUSE TECHNOLOGIES AND ITS SUBSIDIARIES
MUSE Technologies, Inc. (Nasdaq: MUZE) is an international leader in data
visualization and perceptual computing software and solutions that enable
computer users to experience and interact with all types of business, scientific
and engineering data. MUSE offers a complete line of products that bring
information to life using on all major computing platforms using the latest in
graphics, Web-based and collaborative technologies. MUSE subsidiaries include
Advanced Visual Systems, MUSE Virtual Presence, MUSE Simulation Solutions, MUSE
VRsource and SimTeam, all of which are dedicated to assisting clients in nearly
every industry speed the process of data analysis and decision-making.
For more information on MUSE Technologies, call (505) 843-6873, write to
[email protected], or visit the company's Web site at www.musetech.com.
Information about AVS is available at www.avs.com or by contacting [email protected],
or (781) 890-4300.
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 the Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1999, its most recent Quarterly report on Form 10-QSB, the
Registration Statement on Form S-4 filed in connection with the merger and other
public documents on file with the Securities and Exchange Commission.
