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 OF 1934
Date of Report (Date of earliest event reported): April 29, 2000
--------------
HLM DESIGN, INC.
----------------
(Exact name of Registrant as Specified in Charter)
Delaware 001-14137 56-2018819
-------- --------- ----------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
121 West Trade Street
Suite 2950
Charlotte, North Carolina 28202
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (704) 358-0779
--------------
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
This report is an amendment to the Registrant's report on Form 8-K dated April
29, 2000 that was filed with the Securities and Exchange Commission on May 15,
2000 (the "Initial Form 8-K Report"). This amending report contains the required
financial statements referenced in the Initial Form 8-K Report.
Item 2. Acquisition or Disposition of Assets
--------------------------------------------
As of April 29, 2000, HLM Design, Inc. (the "Company") purchased all of the
issued and outstanding common stock of BL&P Engineers, Inc. ("BL&P") and related
goodwill for $1.46 million in cash, subordinated promissory notes bearing
interest at 7 percent in the aggregate amount of $2.0 million (the "Notes") and
50,000 shares of the Company's common stock having a value of $0.3 million to be
delivered on a delayed delivery basis (the "Stock"). This acquisition was
pursuant to a Stock Purchase Agreement dated April 28, 2000 (the "Agreement")
and other contemporaneous agreements among the Company, BL&P and the BL&P
shareholder.
The Agreement provides for, among other things, the delivery to BL&P's former
stockholder of 30% of the number of shares of the Stock on each of April 29,
2002 and April 29, 2003 and 40% of the number of shares of stock on April 29,
2004. The Notes provide for payment of 30% of the principal amount on each of
October 29, 2001 and April 29, 2003 and 40% of the principal amount on April 29,
2004. Following the consummation of the Agreement, the Company and BL&P entered
into a Management and Services Agreement (the "MSA") whereby the Company will
manage all aspects of BL&P other than the provision of professional engineering
services.
The cash portion of the purchase price has been financed by the Company's credit
facility with IBJ Whitehall Business Credit Corporation dated as of February 7,
2000.
For additional information concerning the transaction, reference is made to the
Agreement and the MSA, which are attached as exhibits to the Initial Form 8-K
Report.
Item 7. Financial Statements and Exhibits
------------------------------------------
(a) Financial Statements of Business Acquired. Attached as an exhibit to
this amending report on Form 8-K are the following:
FINANCIAL STATEMENTS OF BL&P ENGINEERS, INC.
Independent Auditors' Report
Balance Sheets at December 31, 1998 and 1999 and April 28, 2000 (Unaudited)
Statements of Operations for the Years Ended December 31, 1998 and 1999 and
the Four Months Ended April 30, 1999 (Unaudited) and April 28, 2000
(Unaudited)
Statements of Stockholders' Equity for the Years Ended December 31, 1998
and 1999 and the Four Months Ended April 28, 2000 (Unaudited)
Statements of Cash Flows for the Years Ended December 31, 1998 and 1999 and
the Four Months Ended April 30, 1999 (Unaudited) and April 28, 2000
(Unaudited)
Notes to Financial Statements
(b) ProForma Financial Information. Attached as an exhibit to this amending
report on Form 8-K are the following:
PROFORMA CONSOLIDATED FINANCIAL STATEMENTS REFLECTING THE ACQUISITION
OF BL&P ENGINEERS, INC.
ProForma Consolidated Statement of Income (For the Acquisition) for the
Year Ended April 30, 1999 (Unaudited) and Notes thereto
ProForma Consolidated Balance Sheet (For the Acquisition) as of January 28,
2000 (Unaudited) and Notes thereto
1
<PAGE>
ProForma Consolidated Statement of Income (For the Acquisition) for the
Nine Months Ended January 28, 2000 (Unaudited) and Notes thereto
(c) Exhibits.
Exhibit No. Description
----------- -----------
23 Consent of Deloitte & Touche LLP
99.1* Stock Purchase Agreement dated as of April 28, 2000
among HLM Design, Inc., BL&P Engineers, Inc., and Scott L.
Brady, PE. (The Company agrees to furnish supplementally a copy
of omitted schedules (or similar attachments) to the Commission
upon request.)
99.2* Management and Services Agreement dated as of April 29, 2000 by
and between HLM Design, Inc. and BL&P Engineers, Inc.
99.3 Financial Statements of BL&P Engineers, Inc., including
Independent Auditors' Report
99.4 ProForma Financial Statements Reflecting the Acquisition of
BL&P Engineers, Inc.
--------
*Previously filed.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HLM DESIGN, INC.
Date: July 13, 2000 By: /s/ Vernon B. Brannon
---------------------
Senior Vice President, Chief Financial
Officer, Treasurer, Assistant Secretary
And Director
3
