SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 23, 1998
-----------------------------
SUNBURST ACQUISITIONS I, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Colorado 000-22661 84-1383124
(State or other jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
4807 South Zang Way, Morrison, Colorado 80465
---------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (303) 979-2404
---------------------------
--------------------------------------------
(Former name or former address, if changed since last report)
1
<PAGE>
Item 5. Other Material Information
--------------------------
On May 19, 1998, Sunburst Acquisitions I, Inc., a Colorado corporation
("Sunburst"), entered into a conditional agreement to acquire all of the issued
and outstanding capital stock of Invu PLC, a company incorporated under English
law ("Invu"), in exchange for shares (the "Share Exchange") of common stock, no
par value, of Sunburst (the "Common Stock"), pursuant to a Share Exchange
Agreement (the "Agreement") by and between Sunburst and Montague Limited, an
Isle of Man company ("Montague"). The Agreement provided that upon satisfaction
of certain conditions, including, but not limited to, the raising of an
aggregate net amount of at least $4,400,000 (the "Offering Capital") in a
private offering pursuant to Regulation D of the Securities Act of 1933, as
amended (the "Securities Act"), Montague and Halcyon Enterprises Plc, a company
organized under English law ("Halcyon" and together with Montague, collectively,
the "Invu Shareholders") will receive in the aggregate approximately 44,347,500
shares of Common Stock of Sunburst in exchange for all of the issued and
outstanding share capital of Invu. The Agreement further provides that, upon
satisfaction of certain conditions, on the Closing Date, Sunburst will issue (i)
shares of Common Stock to certain third-party investors (collectively, the
"Investment Shareholders") in exchange for the Offering Capital, and (ii) such
number of shares of Common Stock to its consultant (the "Consultant") for
introducing Invu to Sunburst equal to 5% of the total number of issued and
outstanding shares of Common Stock after the Share Exchange and after taking
into account the shares to be issued to the Investment Shareholders. This and
certain other information concerning the Share Exchange and Invu were disclosed
in a Form 8-K, which was filed with the Securities and Exchange Commission on
June 8, 1998. The Agreement is an Exhibit to that Form 8-K.
On July 23, 1998, Sunburst agreed with Montague to amend the Agreement
(the "Amendment") to eliminate the condition relating to the raising of the
Offering Capital. As a result, assuming consummation of the Share Exchange, (i)
the Invu Shareholders will receive in the aggregate 26,506,552 shares of Common
Stock of Sunburst in exchange for all of the issued and outstanding share
capital of Invu, which shares will represent in the aggregate 87.75% of the
issued and outstanding Common Stock of Sunburst, and (ii) the Consultant will
receive in the aggregate 1,510,344 shares of Common Stock of Sunburst, which
shares will represent 5.0%of the issued and outstanding Common Stock of
Sunburst. The Amendment also provided that Invu would deposit $500,000 into an
account maintained by INVU Services Limited, a company organized under English
law, and a wholly-owned subsidiary of INVU, within four (4) days of the
execution of the Amendment, and an additional $500,000 within fourteen (14) days
after the consummation of the Share Exchange. These funds will provide future
working capital for Sunburst. Subject to approval of the Board of Directors of
Sunburst, compliance with applicable proxy rules of the Securities Exchange Act
of 1934, as amended, and approval of the shareholders of Sunburst, Montague also
agreed to vote in favor of a 2.4 to 1 reverse split of the Common Stock of
Sunburst. In all other respects, the Agreement remains unchanged. The Amendment
is an Exhibit to this Form 8-K/A.
Subject to final approval of the Board of Directors of Sunburst,
Sunburst plans to change its name to INVU, Inc. subsequent to the consummation
of the Share Exchange.
INVU
General. Invu is a software development company incorporated on May 23,
1997 under the laws of the United Kingdom. The principal executive office of
Invu and its subsidiaries is located at The Beren, Blisworth Hill Farm, Stoke
Road, Blisworth, Northamptonshire NN7 3DB. Invu has two (2) wholly-owned
subsidiaries, Invu Services Limited, a company incorporated under English law
("Invu Services"), and Invu International Holdings Limited, a company
incorporated under English law ("Invu Holdings" and together with Invu and Invu
Services, collectively, the "Invu Group"). The former is the sales, marketing
and trading company and the latter holds the intellectual property rights to the
INVU software.
2
<PAGE>
Management.
David Morgan - Mr. Morgan is 37 years old and graduated in 1982 from
the University of Warwick with a Bachelor of Laws degree, with honors. From 1982
to 1986, he was assistant to the Director of the Industrial & Marine Division of
Rolls Royce plc. From 1986 to 1991, he was Group Commercial Manager of Blackwood
Hodge plc, a worldwide distributor of construction and earthmoving equipment.
From 1991 to 1992, he was managing director of Hunsbury Computer Services Ltd, a
systems integrator and subsidiary of Blackwood Hodge. From 1992 to 1995, he was
Managing Director of the UK subsidiary of Network Imaging Inc., an international
software and systems house. From 1995 to 1996, he was Managing Director of
Orchid Ltd, a UK systems house. From 1996 to date, he has been the Chief
Executive Officer of Invu.
Martyn Doherty (Finance Director) - Mr. Doherty is 41 years old, a
qualified chartered accountant and was a partner in a firm of accountants from
1981 to 1993. From 1993 to November 1997, Mr. Doherty was Managing Director of
Car Group which was engaged in the distribution business. From November 1997 to
present, Mr. Doherty served as a director and Chief Financial Officer of Invu.
Paul O'Sullivan (Director of Development) - Mr. O'Sullivan is 29 years
old and graduated from the University of Birmingham with a Bsc (Honors) degree
in Computer Sciences. From September 1992 to January 1994 he was a software
engineer with British Telecom, and from January 1994 to October 1995 was a
senior systems analyst with Abbey National plc. From October 1995 to May 1996 he
was a senior system developer with Orchid Limited. Between May 1996 and November
1997 Paul was a consultant to British Telecom, Royal Bank of Scotland and Pearl
Assurance before joining Invu as Director of Development.
Product.
Invu's business is to develop and sell software for electronic
management of many types of information and documents such as forms,
correspondence, literature, faxes and technical drawings
Invu's software programs operate on networked PC and client server
systems and allow documents of any size to be scanned onto computer memory and
retrieved instantly. Invu plans to sell four variations of the software program
"INVU," all concerned with the storage and retrieval of documents as follows:
i. INVU SOLO: Entry level information and document management.
ii. INVU PRO Version 4.0: as SOLO but with certain advanced features.
iii. INVU PRO Network Edition - Multi User.
iv. INVU WEBFAST: Information and document retrieval over the
internet via a browser.
INVU scans paper, creates, imports, manages and retrieves documents.
Management believes that the product is simple to use, inexpensive and ready to
launch.
Major Contracts. The Invu Group has entered into (i) a Reseller
Agreement, dated as of March 16, 1998, by and between Invu Services and Computer
Associates Plc (the "Reseller Agreement"), and (ii) a Limited Manufacturing
Agreement, dated as of March 25, 1998, by and between Invu Services and Centura.
These contracts involve joint marketing, press releases, distribution and the
use of combined technologies. Both Computer Associates Plc and Centura will be
endorsing INVU by use of their own logotypes on INVU materials and shrink-wrap
packaging containing the software. The product has been tested in three sites as
3
<PAGE>
well as being used in-house at Invu. Invu plans to open an office in the United
States by the end of 1998 and to launch sale of its products to the public in
the third quarter of 1998. On July 10, 1998, Invu and Computer Associates Plc
executed a memorandum confirming certain agreements between Invu and Computer
Associates Plc with respect to the bundling and marketing of Invu's products
under the Reseller Agreement.
Management believes that the market for document and information
management is expanding significantly. Paper scanner sales are accelerating in
the United States, and a key finding of AIIM International's (the Association
for Information and Image Management) new industry report entitled "State of the
Document Technologies Market, 1996-2002" is that the market is expected to grow
from approximately $13.9 billion in 1998 to more than $33 billion by the year
2002. INVU, being fully integrated, addresses this market, at a price
performance which management believes to be extremely competitive.
Certain of the information contained in this Report on Form 8-K
constitutes forward looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended, that involves certain risks and uncertainties. The actual results that
are achieved may differ materially from any forward looking statements due to
such risks and uncertainties. Although Sunburst believes that the expectations
reflected in such forward looking statements are based upon reasonable
assumptions, it can give no assurance that its expectations will be achieved.
Subsequent written and oral forward looking statements attributable to Sunburst
or persons acting on its behalf are expressly qualified in their entirety by
reference to such risks and uncertainties.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following exhibits are furnished in accordance with Item
601 of Regulation S-K.
*2.1 Share Exchange Agreement, dated as of May 19, 1998, by
and among Sunburst Acquisitions I, Inc. and Montague
Limited. (The Disclosure Schedules and Exhibits have
been omitted pursuant to Regulation S-B 601(b)(2)).
2.2 First Amendment to Share Exchange Agreement, dated as
of July 23, 1998, by and between Sunburst Acquisitions
I, Inc. and Montague Limited.
-----------------
* Previously filed.
4
<PAGE>
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.
SUNBURST ACQUISITIONS I, INC.
(Registrant)
Date: August 3, 1998 By: /s/ Jay Lutsky
----------------------------------------
Jay Lutsky
President
5
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
----------- ------- ----
*2.1 Share Exchange Agreement, dated as of May 19,
1998, by and between Sunburst Acquisitions I, Inc.
and Montague Limited, which includes the Invu
Disclosure Schedule, the Sunburst Disclosure
Schedule and Exhibit 9(n) - Form of Release (the
Disclosure Schedules and Exhibits have been omitted
pursuant to Regulation S-B 601(b)(2) but will be
furnished to the Securities and Exchange Commission
upon request).
2.2 First Amendment to Share Exchange Agreement, 7
dated as of July 23, 1998, by and between Sunburst
Acquisitions I, Inc. and Montague Limited.
------------------------
* Previously filed.
6
FIRST AMENDMENT
TO
SHARE EXCHANGE AGREEMENT
FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT, dated as of July 23, 1998
(the "Amendment"), by and between SUNBURST ACQUISITIONS I, INC., a Colorado
corporation (the "Sunburst"), and MONTAGUE LIMITED, an Isle of Man company
("Montague").
WHEREAS, Sunburst and Montague have entered into that certain Share
Exchange Agreement, dated as of May 19, 1998 (the "Share Exchange Agreement"),
whereby Sunburst agreed to acquire all of the shares of common stock of INVU
PLC, a company incorporated under English law ("INVU") held by Montague and
Halcyon Enterprises PLC, a company incorporated under English law ("Halcyon") in
exchange for shares of common stock of Sunburst (the "Exchange"), upon the terms
and subject to the conditions set forth in the Share Exchange Agreement; and
WHEREAS, the parties now desire to supplement and amend the Share
Exchange Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements contained herein, and subject to the terms and conditions set forth
herein, the parties agree as follows:
1. Definitions. Section 1 of the Share Exchange Agreement is hereby amended
by deleting the definitions of "Hamilton Shareholders" and "Offering Funds" set
forth therein.
2. Exchange of INVU Common Stock. Section 2.3 of the Share Exchange
Agreement is hereby amended by deleting such Section in its entirety and
replacing it with the following:
"2.3 EXCHANGE OF INVU COMMON STOCK. The INVU Common
Stock shall be exchanged in the Share Exchange as follows:
Each share of INVU Common Stock issued and
outstanding prior to the Effective Date will be exchanged for
150.6054091 shares of Sunburst Common Stock, equaling in the
aggregate 26,506,552 shares of Sunburst Common Stock, which
shares will represent in the aggregate 87.75% of the issued
and outstanding Sunburst Common Stock assuming the conversion
of the Sunburst Preferred Stock and the issuance of the
Sunburst Common Stock to Consultant pursuant to the agreement
set forth in Section 5.2 of the Sunburst Disclosure Schedule.
No share of Sunburst Common Stock shall be affected in any
manner by the consummation of the Share Exchange."
1
<PAGE>
3. Expiration Date. Section 3.1 of the Share Exchange Agreement is hereby
amended by deleting such Section in its entirety and replacing it with the
following:
"3.1 TIME AND PLACE OF CLOSING. Subject to the fulfilment of
the conditions precedent in Sections 8 and 9 hereof, the closing of the
Share Exchange (the "Closing"), shall, unless otherwise agreed to in
writing by the parties or required in connection with the compliance by
Sunburst of Section 14(f) of the Exchange Act and Rule 14f-1
thereunder, take place at the offices of Jenkens & Gilchrist, a
Professional Corporation, 1445 Ross Avenue, Suite 3200, Dallas, Texas
at 10:00 a.m., local time, on or prior to the 90th day following the
date of this Agreement (the "Expiration Date")."
4. INVU Deposit. Section 6.8 of the Share Exchange Agreement is hereby
amended by deleting such Section in its entirety and replacing it with the
following:
"6.8 INVU DEPOSIT. INVU shall deposit $500,000 into an
account maintained by INVU Services within four (4) days of the
execution of that certain First Amendment to Share Exchange Agreement
(the "Initial INVU Deposit")."
5. Conditions to Sunburst Obligations. Section 8(i) of the Share Exchange
Agreement is hereby amended by deleting such Section in its entirety and
replacing it with the following:
"(i) The Initial INVU Deposit shall have been deposited into
an account maintained by INVU Services within four (4) days of the
execution of that certain First Amendment to Share Exchange Agreement."
6. Conditions to Montague Obligations. Section 9(o) of the Share Exchange
Agreement is hereby amended by deleting such Section in its entirety and
replacing it with the following:
"(o) The Initial INVU Deposit shall have been deposited into
an account maintained by INVU Services within four (4) days of the
execution of that certain First Amendment to Share Exchange Agreement."
7. Issuance of Shares. Section 10.3 of the Share Exchange Agreement is
hereby amended by deleting such Section in its entirety and replacing it with
the following:
"10.3 ISSUANCE OF SHARES TO CONSULTANT. Simultaneously with
the consummation of the Share Exchange, the Consultant shall receive
1,510,344 shares of Sunburst Common Stock, which shares will represent
in the aggregate 5.0% of the issued and outstanding Sunburst Common
Stock assuming the conversion of the Sunburst Preferred Stock and the
consummation of the Share Exchange."
2
<PAGE>
8. Additional INVU Deposit. Section 10 of the Share Exchange Agreement is
hereby amended by adding the following Sections thereto:
"10.4 ADDITIONAL INVU DEPOSIT. Within 14 days after the
consummation of the Share Exchange, INVU shall deposit an additional
$500,000 into the account maintained by INVU Services and established
in connection with Section 6.8 hereof."
"10.5 STOCK SPLIT. After consummation of the Share Exchange,
Montague agrees to cause a 2.4 to 1 reverse split (the "Reverse Split")
of the Sunburst Common Stock to be effectuated, subject to the approval
of the Board of Directors of Sunburst, compliance with all applicable
proxy rules under the Exchange Act and approval of the shareholders of
Sunburst. Montague agrees to vote all of its Sunburst Common Stock in
favor of such Reverse Split."
9. Terms. All capitalized terms not defined in this Amendment shall have
the meanings given to them in the Share Exchange Agreement.
10. Continuation of Share Exchange Agreement. Except as expressly modified
in this Amendment, the terms of the Share Exchange Agreement remain in full
force and effect.
11. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Colorado, regardless of the laws that
might otherwise govern under applicable principles of conflicts of law.
12. Counterparts. This Amendment may be executed in one or more
counterparts, and by the different parties in separate counterparts, each of
which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, Sunburst and Montague have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
SUNBURST ACQUISITIONS I, INC.
By: /s/ Jay Lutsky
-----------------------
Name: Jay Lutsky
Title: President
MONTAGUE LIMITED
By: /s/ David Morgan
-----------------------
Name: David Morgan
Title: Attorney-In-Fact
