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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 17, 1999
REALITY INTERACTIVE, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-27862 41-1781991
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification No.)
Suite 115, 6121 Baker Road, Minnetonka, Minnesota 55344
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(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 253-4700
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 4 Pages
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Reality Interactive 8-K
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) SALE OF CERTAIN INTELLECTUAL PROPERTY ASSETS
On August 17, 1999, Reality Interactive, Inc. (the "Company")
completed the sale of certain intellectual property assets to
VirtualFund.com, Inc. (VirtualFund.com) pursuant to an Asset
Purchase Agreement dated June 18, 1999 by and between the
Company and VirtualFund.com. VirtualFund.com is a
technology-based holding company. The terms of the sale were
determined through arms' length negotiations between the
parties. In connection with the sale, VirtualFund.com acquired
the following intellectual property assets (the "Assets") of
the Company: all QS-9000, ISO 9000 and ISO 14000 code,
templates, content and inventory of CD-ROMs other than the QS-
9000 CD-ROM German version and the ISO 14000 in the Workplace
web version in the English, German, French and Spanish
languages; other code and data assets; and code, templates and
content associated with certain customer contracts to the
extent that such customers agree to the assignment of such
contracts. As consideration for the Assets, the Company
received $85,000. This was paid in the form of forgiveness of
the $85,000 principal outstanding on bridge loans made to the
Company by VirtualFund.com, which was advanced to the Company
prior to the closing of the asset sale.
(b) SALE OF REMAINING INTELLECTUAL PROPERTY AND ALL FURNITURE,
FIXTURES AND EQUIPMENT
The Company intends to sell all remaining assets not sold to
VirtualFund.com. These assets include: the code, templates and
content associated with the QS-9000 CD-ROM German version and
the ISO 14000 in the Workplace web version in the English,
German, French and Spanish languages; and furniture, fixtures
and equipment. As of August 26, 1999, the Company did not have
a buyer for the code, templates and content associated with
such QS-9000 and ISO 14000 products but it believes that those
assets will have a sale value in the range of $50,000 to
$150,000. The Company has located various buyers for a
majority of its furniture, fixtures and equipment. The Company
anticipates that the range of proceeds to be derived from the
sales of such assets will be in the range of $10,000 to
$25,000.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Not applicable.
Page 2 of 4 Pages
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(b) PRO FORMA FINANCIAL INFORMATION
The required pro forma financial information reflecting the
sale of the Assets is not included in this Current Report on
Form 8-K. Such pro forma financial information will be
provided in an amendment to this Current Report on Form 8-K as
soon as practicable, but not later than October 31, 1999.
(c) EXHIBITS
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Exhibit No. Description
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2.1 Agreement, dated June 18, 1999 between
VirtualFund.com, Inc. and the Company
(incorporated by reference to Exhibit A to
the Company's proxy statement filed on June
28, 1999)
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Page 3 of 4 Pages
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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: September 1, 1999
REALITY INTERACTIVE, INC.
By: /s/ Paul J. Wendorff
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Paul J. Wendorff
Chief Executive Officer
Page 4 of 4 Pages
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
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Number Item
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2.1 Agreement, dated June 18, 1999 between VirtualFund.com,
Inc. and the Company (incorporated by reference to
Exhibit A to the Company's proxy statement filed on
June 28, 1999)
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