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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 20, 1996
DBT ONLINE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 0-9111 85-0439411
(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
5550 W. FLAMINGO ROAD, SUITE B-5
LAS VEGAS, NEVADA 89103
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (702) 257-1112
(NOT APPLICABLE)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 20, 1996, the shareholders of Patlex Corporation, a
Pennsylvania corporation ("Patlex") and the former parent of the Registrant
voted to approve, (i) the Plan of Merger and Reorganization (the "Plan of
Reorganization") pursuant to which Patlex was reorganized into a holding
company structure (the "Reorganization"), whereby the holders of shares of
Patlex Common Stock became holders of shares of the Registrant's common stock,
(ii) the Agreement of Merger, dated February 7, 1996, as amended and restated
as of June 28, 1996 (the "Merger Agreement"), among the Registrant, Patlex, DBT
Acquisition Corp., a Florida corporation ("DBT Acquisition") and Database
Technologies, Inc., a Florida corporation ("DBT"), pursuant to which,
immediately after the Reorganization, DBT Acquisition, a wholly-owned
subsidiary of the Registrant merged with and into DBT, and DBT became a
wholly-owned subsidiary of the Registrant and (iii) the amended and restated
Stock Option Plan that, in connection with the Reorganization, the Registrant
assumed.
Pursuant to the terms of the Merger Agreement, each share of DBT
common stock outstanding prior to the Merger was converted into the right to
receive the number of shares of common stock of the Registrant, par value $.10
per share ("DBT Online Common Stock") equal to (x) the product of 1.86
multiplied by the sum of the total number of shares of DBT Online Common Stock
outstanding immediately prior to the effective time of the Merger, plus
one-half the number of shares of DBT Online Common Stock issuable upon the
exercise of options outstanding immediately prior to the Merger, divided by (y)
the number of shares of DBT common stock outstanding immediately prior to the
Merger.
As a result of the transactions described in the preceding paragraphs,
Patlex and DBT are wholly-owned subsidiaries of the Registrant and the former
shareholders of Patlex and DBT are the shareholders of the Registrant.
Pursuant to the terms of the Plan of Reorganization, each share of
Patlex common stock outstanding as of the date of Reorganization, was converted
into the right to receive one share of DBT Online Common Stock. The exchange
ratio resulted in the former shareholders of DBT receiving 5,127,613 shares of
DBT Online Common Stock after the Merger, or approximately 66.65%, and the
former shareholders of Patlex receiving 2,565,861 shares of DBT Online Common
Stock, or approximately 33.35%.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1.
ITEM 5. OTHER EVENTS.
Pursuant to Rule 12g-3 promulgated under the Securities
Exchange Act of 1934, as amended, the Registrant is the successor registrant to
Patlex and will retain Patlex's filing number for filings with the Securities
and Exchange Commission.
On August 20, 1996, the Board of Directors of the Registrant
approved a change in the fiscal year end of the Registrant from June 30 to
December 31.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Patlex Corporation and Database
Technologies, Inc.
(1) Financial Statements of Patlex Corporation.
(A) Independent Auditors' Report.*
(B) Balance Sheets of Patlex as of June 30, 1996
and June 30, 1995.*
(C) Statements of Earnings of Patlex for the
years ended June 30, 1996 and June 30, 1995.*
(D) Statements of Stockholders' Equity for the
years ended June 30, 1996 and June 30, 1995.*
(E) Statements of Cash Flows for the years ended
June 30, 1996 and June 30, 1995.*
(2) Financial Statements of Database Technologies, Inc.
(A) Independent Auditors' Reports.*
(B) Balance Sheets of DBT as of June 30, 1996,
December 31, 1995 and December 31, 1994.*
(C) Statements of Income for the six months ended
June 30, 1996 and the years ended
December 31, 1995 and December 31, 1994.*
(D) Statements of Changes in Stockholders' Equity
for the six months ended June 30, 1996 and
the years ended December 31, 1995 and
December 31, 1994.*
(E) Statements of Cash Flows for the six months
ended June 30, 1996 and the years ended
December 31, 1995 and December 31, 1994.*
(b) Pro Forma Financial Information (Unaudited).
(1) Unaudited Pro Forma Condensed Balance Sheet as of
June 30, 1996.*
(2) Unaudited Pro Forma Condensed Statements of Income
for the year ended December 31, 1995.*
(3) Unaudited Pro Forma Condensed Statements of Income
for the six months ended June 30, 1996.*
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(c) Exhibits.
2.1+ Agreement of Merger, dated as of February 7, 1996, as
amended and restated on June 28, 1996, by and among
Patlex Holdings, Inc., Patlex Corporation, DBT
Acquisition Corp. and Database Technologies, Inc.
______________________________
* To be filed by amendment.
+ Incorporated herein by reference to Exhibit 2.1 in the Registration
Statement on Form S-4 of DBT Online, Inc. (File No. 333-2000) filed with the
Securities and Exchange Commission on March 5, 1996.
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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 hereunto duly authorized.
DBT ONLINE, INC.
By: /s/ Hank E. Asher
--------------------------------
Hank E. Asher
President and Chief Executive Officer
Dated: August 30, 1996
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