SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2000
WIDEPOINT CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 000-23967 52-2040275
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
20251 Century Boulevard, Germantown, MD 20874
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (301) 353-9500
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ZMAX CORPORATION
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On September 29, 2000, WidePoint Corporation, a Delaware corporation
formerly known as ZMAX Corporation (the "Company"), sold 100% of the issued
and outstanding capital stock of Parker Management Consultants, Ltd., a
Delaware corporation ("Parker"), to eHoldings, Inc., a Maryland corporation
(the "Buyer"), in consideration for the transfer from the Buyer to the
Company, and the subsequent extinguishment thereof by the Company, of the
promissory note in the original principal amount of $3,000,000 which was
previously issued by the Company to the former sole shareholder of Parker as
part of the consideration previously paid by the Company when it originally
acquired Parker. The Buyer had previously acquired such promissory note from
the former shareholder of Parker. The sale of all the issued and outstanding
shares of capital stock of Parker by the Company to the Buyer was accomplished
pursuant to the terms of a Stock Purchase Agreement, dated as of September 20,
2000 (the "Agreement"), by and among the Company and the Buyer. The terms of
this sale transaction and the consideration were determined in arm's-length
negotiations between the Company and the Buyer. A copy of the Agreement is
filed as an exhibit hereto and is incorporated herein by reference.
Item 7. Financial Statements, Pro forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
In accordance with Item 7(b) of Form 8-K, the pro forma financial
information called for by Item 7(b) of Form 8-K and Article 11 of Regulation
S-X will be filed by amendment as soon as practicable but not later than
December 13, 2000.
(c) Exhibits.
The following exhibit is filed herewith:
Exhibit No. Document
2 Stock Purchase Agreement, dated as of
September 20, 2000, by and among WidePoint
Corporation and eHoldings, Inc.
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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 thereunto duly authorized.
WIDEPOINT CORPORATION
Date: October 13, 2000 /s/MICHAEL C. HIGGINS
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Michael C. Higgins
President
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