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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 event reported): DECEMBER 27, 2000
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PRIMIX SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-20789 04-324968
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
311 ARSENAL STREET, 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 5. OTHER EVENTS.
On December 27, 2000, Primix Solutions Inc., a Delaware corporation
(the "Registrant"), acquired 21st.dk A/S, a Danish company ("21st"), through a
purchase of the outstanding share capital of 21st. 21st is an e-business
solutions company based in Copenhagen, Denmark. As consideration for such
acquisition, the Registrant issued 1,054,844 shares of common stock of the
Registrant, par value $0.001 per share (the "Common Stock"), to the shareholders
of 21st and made a cash payment of DDK 2,000,000 (approximately U.S.$ 255,600)
to Cell Network AB, a controlling shareholder of 21st. In addition, the
Registrant assumed outstanding indebtedness of approximately DKK 5,350,000
(approximately U.S.$ 683,730) in the aggregate and agreed to assume a guarantee
of 21st's performance under a client contract representing approximately DKK
1,179,916 (approximately U.S.$ 683,730).
The Registrant has also issued 321,556 shares of Common Stock to
certain former shareholders of 21st 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 accelerated vesting upon the achievement of certain
performance objectives of 21st.
On December 27, 2000, Primant AB, a Swedish company and a wholly-owned
subsidiary of the Registrant, sold its existing subsidiary in Denmark, Primant
A/S ("Primant-Denmark"), through a sale of all of the issued and outstanding
shares of Primant to Incubator IT ApS, a Danish Company ("Incubator"), for an
aggregate price of DKK 1.00 and the assumption by Incubator of all outstanding
indebtedness and liabilities of Primant-Denmark. The Registrant believes that
the controlling owner of Incubator is also the controlling owner of Promax
Commercial Holdings Limited, a former shareholder of 21st.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Share Purchase Agreement dated as of December 27, 2000 by and among
Primix Solutions Inc. and certain former shareholders of 21st.dk A/S (excluding
schedules and exhibits(1)).
1.2 Share Purchase Agreement dated as of December 27, 2000 by and
between Primix Solutions Inc. and Cell Network AB (excluding schedules and
exhibits*).
1.3 Share Purchase Agreement dated as of December 27, 2000 by and
between Primix Solutions Inc. and Promax Commercial Holdings Limited (excluding
schedules and exhibits*).
1.4 Share Purchase Agreement dated as of December 27, 2000 by and
between Primix Solutions Inc. and Teknologisk Innovation A/S (excluding
schedules and exhibits*).
1.5 Share Purchase Agreement dates as of December 27, 2000 by and
between Primant AB and Incubator IT ApS (excluding schedules and exhibits*).
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(1) The Registrant agrees to furnish supplementally a copy of the
above-described schedules and exhibits 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: January 5, 2001 Name: David W. Chapman
Title: Chief Financial Officer
