<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
December 1, 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)
<TABLE>
<S> <C> <C>
Nevada 000-29673 88-0369588
(State of incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
1
<PAGE> 2
INTRODUCTORY NOTE
On June 30, 2000, Orion Technologies, Inc. ("Registrant" or "Company"), acquired
all the issued and outstanding capital stock of Transactions Verification
Systems, Inc. ("TVS"). This transaction was initially reported on a Current
Report on Form 8-K, dated and filed July 17, 2000. This Amendment is being filed
to amend Item 7(a) and Item 7(b) and to file exhibits 99.1 and 99.2.
Item 7 of the Company's Current Report on Form 8-K is amended to read in its
entirety as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of TVS
Included herein as Exhibit 99.1 to this Current Report on Form 8-K/A are
the report of independent accountants and balance sheets of TVS as of
June 30, 2000 and 1999 and the related statements of operations, changes
in stockholder's equity, and cash flows for each of the two years in the
period ended June 30, 2000 and notes to financial statements.
(b) Pro Forma Financial Information
The following documents appear as Exhibit 99.2 to this Current Report on
Form 8-K/A and are incorporated herein by reference:
(1) Unaudited Pro Forma Combined Statements Operations for the six-month
period ended June 30, 2000;
(2) Notes to the Unaudited Pro Forma Financial Information.
(c) Exhibits
2.1 Agreement and plan of Merger, incorporated by reference to
Exhibit 2 to the Registrant's Form 8-K filed on July 17, 2000.
99.1 Audited Financial Statements of Transaction Verification Systems,
Inc., filed herewith.
99.2 Unaudited Pro Forma Financial Information, filed herewith.
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.
Date: November 3, 2000 ORION TECHNOLOGIES, INC.
By: /s/ A. Frans Heideman
---------------------
Chief Executive Officer
2
<PAGE> 3
ORION TECHNOLOGIES, INC.
Current Report on Form 8-K/A
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
----------- ----------- --------
<S> <C>
2.1 Agreement and plan of Merger, incorporated by reference to Exhibit 2 to the
Registrant's Form 8-K filed on July 17, 2000. -
99.1 Audited Financial Statements of Transaction Verification Systems, Inc. 4
99.2 Unaudited Pro Forma Financial Information. 15
</TABLE>
3
