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UNITED STATES 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: September 4, 1998 DATE OF EVENT REPORTED): August 31,1998
APPLIED INTELLIGENCE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OKLAHOMA 000-21729 73-1247666
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
13800 BENSON ROAD
EDMOND, OKLAHOMA 73013
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(405) 936-2300
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 31, 1998, Applied Intelligence Group, Inc.(the "Registrant"),
executed a definitive agreement, subject to shareholder approval, to sell its
Systems Integration and Consulting business segment to the NetPlex Group,
Inc., and issued a press release on September 1, 1998.
The attached press release may contain forward looking information.
Readers are cautioned that such information involves risks and uncertainties,
including the possibility that events may occur which impair the Company's
future financial results or preclude completion of future acquisitions by the
Company. A copy of the press release is attached hereto as Exhibit 99.1 and
is hereby incorporated by reference.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable
ITEM 5. OTHER EVENTS
Not applicable
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not applicable
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Press Release dated September 1, 1998
For Immediate Release
Contact:
Tony Schor Kay Titchenal
Investor Awareness, Inc. Applied Intelligence Group, Inc.
847-945-2222 405-936-2340
[email protected] [email protected] Contact:
Applied Intelligence Group, Inc., Signs Definitive Agreement to Sell
Systems Integration and Consulting Business Segment
Edmond, OK, September 1, 1998 - - Applied
Intelligence Group, Inc. (Nasdaq: IQIQ)
www.aig.vialink.com, an Electronic Commerce and
leading-edge, Internet-based applications Company
announced today that it has signed a definitive
agreement to sell its Systems Integration and
Consulting Business Segment to The Netplex Group,
Inc. (Nasdaq: NTPL), of McLean, Virginia, on or about
October 1, 1998.
The Netplex Group, Inc. (www.netplexgroup.com) is an
information technology services and solutions company
providing the people, technologies, and processes
that build, manage and protect business information
systems. Headquartered in McLean, Virginia, Netplex
(Nasdaq: NTPL) is a national organization with over
500 employees operating in twelve locations.
Proceeds of the sale are anticipated to valued at
between $4.0 million and $6.5 million, depending on
the future performance of the business unit, which
had revenues of approximately $9.8 million for the 12
months ended June 30, 1998. Under the terms of the
definitive agreement, Netplex will pay Applied
Intelligence Group $3 million in cash and $1 million
in preferred stock (approximately 640,000 shares ) at
closing of the sale. In addition, a performance-
based earn-out may be paid in the form of up to an
additional $1.5 million in cash and up to an
additional 640,000 shares of preferred stock. The
maximum earn-out will be achieved if the acquired
business produces $9.0 million in EBITDA over the
term of the nine calendar quarters, beginning October
1998. The closing of this transaction is anticipated
to occur within the next thirty days.
In addition, the Board of Directors of Applied
Intelligence Group, Inc. ("AIG"), also announced that
upon closing of the sale, Lewis B. "Bucky" Kilbourne,
one of the Company's outside board members, will
become Acting CEO. Robert L. Barcum, current
President and CEO since 1985 of Applied Intelligence
Group, Inc., will remain as Chairman of the Board.
In making the announcement, Kilbourne commented,
"Proceeds from this sale will be used to reduce
outstanding debt and allow us to
continue our focus of building a recurring revenue
base through the Company's viaLink and ijob
solutions. This transaction will provide additional
capital to further the Company's lead as a developer,
provider and facilitator of electronic commerce."
-more-
"Without Robert Barcum, there would never have been
an Applied Intelligence Group. Robert has always
believed that AIG will become a significant
participant in Electronic Commerce and leading-edge,
Internet-based applications with a recurring revenue
stream of business. Now his vision, drive and
knowledge of the industry in building a recurring
revenue stream has brought us to the moment of
success. I am delighted that Robert has chosen to
continue to serve AIG in his important role as
Chairman of the Board," added Kilbourne.
Lewis B. "Bucky" Kilbourne, Ph.D., has 20 years of
financial experience in the retail, food, and banking
businesses. Dr. Kilbourne received his BA from
Louisiana State University and a MA and Ph.D., from
the University of Pennsylvania. Additionally, Dr.
Kilbourne is President of Kilbourne and Associates,
Inc., a management consulting firm located in
Oklahoma City, and is also a Professor of Finance and
Economics at Oklahoma City University.
Applied Intelligence Group, Inc. is a recognized
leader in providing business solutions through
technology to the retail industry. Applied
Intelligence Group's viaLink services combine
Electronic Commerce and leading-edge Internet-based
applications to provide consumer product
manufacturers, distributors and retailers the
capability of doing business electronically with all
of their trading partners. The subscription-based
viaLink services allow supply chain participants to
electronically send and receive product, cost, and
promotional information in a format that is
compatible with any party's system, regardless of
their technological sophistication, and at a fraction
of the cost of traditional EDI (Electronic Data
Interchange). Applied Intelligence also provides
consulting and systems integration services to the
retail supply chain.
For more information, contact Investor Awareness,
Inc. at 847-9452222.
This press release contains forward-looking
statements within the meaning of the Securities
Exchange Act of 1934 ("The Act"). Any forward-
looking statements are made by the Company in good
faith, pursuant to the safe-harbor provisions of the
Act. These forwardlooking statements reflect
management's current views and projections regarding
economic conditions, industry environments and
Company performance. Factors, which could
significantly change results, include but are not
limited to sales performance, expense levels,
competitive activity, interest rates, changes in the
Company's financial condition and factors affecting
the retail and technology industry in general.
Additional information regarding these and other
factors may be included in the Company's quarterly
10-QSB filings and other public documents, copies of
which are available from the Company upon request.
-0-
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not applicable
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.
APPLIED INTELLIGENCE GROUP, INC.
(Registrant)
Date: September 4, 1998 By: /s/John M. Duck
VICE PRESIDENT
& CHIEF FINANCIAL OFFICER
