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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
July 17, 2000
Date of Report
(Date of Earliest Event Reported: June 30, 2000)
ORION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
1133 21st Street, N.W.
8th Floor
Washington, D.C. 20036
(Address of principal executive offices (zip code))
(202) 822-0114
(Registrant's telephone number, including area code)
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Nevada 000-29673 88-0369588
(State of incorporation) (Commission File Number) (IRS Employer Identification No.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 2000, Hancock Holdings, Inc., the wholly-owned subsidiary
of Orion Technologies, Inc., acquired all of the issued and outstanding capital
stock of Transaction Verification Systems, Incorporated ("TVS") through its
merger with TVS in accordance with the terms and conditions of the Agreement
and Plan of Merger dated as of June 8, 2000 ("Merger Agreement") between Orion,
Hancock, and TVS. Upon the consummation of the Merger, Hancock changed its
name to Transaction Verification Systems, Incorporated (the "Surviving
Company").
Prior to the Merger, TVS had 546,380 shares of common stock, par value
$0.05 ("TVS Common Stock"), and 20,000 shares of preferred stock, par value
$10.00 ("TVS Preferred Stock"), outstanding. Pursuant to the Merger Agreement,
each share of TVS Common Stock was converted into the right to receive 0.3661
shares of Orion common stock, par value $0.001 ("Orion Common Stock"). A
total of 200,030 shares of Orion Common Stock will be issued to the holders of
the TVS Common Stock. Each share of the TVS Preferred Stock was converted
into either the right to receive a promissory note from the Surviving Company
in the amount of Ten Dollars ($10.00) per share, or upon the holder's
providing proper notice to Orion, the right to convert each TVS Preferred share
into 2.5 shares of Orion Common Stock. So far, the holders of 9,206
shares of TVS Preferred Stock elected to receive Orion Common Stock. Any
holders of TVS Preferred Stock who do not elect to receive Orion Common Stock
will receive a promissory note. The promissory notes bear 8% per annum simple
interest, with principal and interest are due and payable on December 31, 2000,
with each note being guaranteed by Orion. The Surviving Company intends to pay
the promissory notes, when due, cash flow from operations.
The Merger Agreement contained a share adjustment provision pursuant
to which, if the combined market value of the promissory notes and Orion Common
Stock issued pursuant to the Merger does not equal $1,000,000 on the 60th day
following the Merger, then additional shares of Orion Common Stock would be
issued on a pro rata basis in order to increase the total consideration for the
Merger to an amount equal to $1,000,000 as of that date. The consideration was
determined by arms-length negotiations between Orion, Hancock and TVS and was
presented to and approved by the directors of each corporation and the
shareholders of Hancock and TVS.
Pursuant to the Merger, the Surviving Company acquired all of the
assets of TVS, which consisted primarily of customer trade receivables,
inventory, property and equipment, and other intangibles. The Surviving Company
intends to use these assets to continue and expand the business operations
of TVS.
TVS is engaged in the design and manufacture of point of sale
interface systems, allowing merchants and retailers to record and monitor their
transactions in order to reduce inventory shrinkage. The TVS systems record
point of sale transactions in real time and allow management to analyze employee
and customer activity through the use of customized software. TVS has 24 full
and part-time employees working at its offices in Falls Church, Virginia.
2.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
(a) Financial Statements of Business Acquired.
It is impracticable to provide the financial statements required relative
to the acquired business described in Item 2 at the time this Current
Report on Form 8-K is filed. Orion will file the required financial
statements as soon as practicable, but in no event later than September 15,
2000.
(b) Pro Forma Financial Information.
It is impracticable to provide the pro forma financial information required
relative to the acquired business described in Item 2 at the time this
Current Report on Form 8-K is filed. Orion will file the required pro forma
financial information as soon as practicable, but in no event later than
September 15, 2000.
(c) Exhibits.
2 Agreement and Plan of Merger (The disclosure schedules listed in the
table of contents to the Agreement and Plan of Merger have been
omitted in accordance with Item 601(b)(2) of Regulation S-B. A copy of
such exhibits and schedules will be furnished supplementally to the
Securities and Exchange Commission upon request.)
27 Financial Data Schedule. Orion will file the financial data schedule
as soon as practicable, but in no event later than September 15, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
ORION TECHNOLOGIES, INC.,
A Nevada Corporation
Date July 17, 2000 By : /s/
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A. Frans Heideman,
President
3.
