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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported): MAY 31, 2000
PRIMIX SOLUTIONS INC.
(Exact name of registrant as specified in its chapter)
DELAWARE 000-20789 04-324968
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE ARSENAL MARKETPLACE, SECOND FLOOR, WATERTOWN, MASSACHUSETTS 02472
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 923-6500
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 31, 2000, Primix Solutions Inc. a Delaware Corporation (the
"Registrant"), acquired Primant AB, a Swedish corporation ("Primant"), through a
purchase of the outstanding share capital of Primant by the Registrant. As
consideration for such acquisition, the Registrant issued 895,522 shares of
Common Stock to the Primant principal shareholders.
The Registrant will also issue 300,000 shares of Common Stock to the
principal shareholders and employees of Primant in the form of restricted stock
awards (the "Awards"). The Awards will fully-vest on the fifth (5th) anniversary
of the grant date, subject to acclerated vesting upon the achievement of certain
performance objectives of Primant. In addition, the Registrant will issue
104,478 shares of Common Stock in exchange for shares of Primant issued upon the
exercise of all outstanding stock option of Primant (the "Option Exchange"). The
Registrant will make a cash payment of approximately $200,000 in connection with
the Option Exchange and pay the legal fees of the Primant optionholders. The
cash payment will be made from available cash on hand.
Primant is an internet solutions company based in the Oresund region of
Northern Europe. The Registrant intends to continue to cause Primant to provide
such solutions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Share Purchase Agreement dated as of May 28, 2000 (excluding
schedules(1)).
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(1) The Registrant agrees to furnish supplementally a copy of the
above-described schedules to the Commission upon request.
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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.
PRIMIX SOLUTIONS INC.
/s/ David W. Chapman
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Date: June 15, 2000 Name: David W. Chapman
Title: Chief Financial Officer
