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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Date of report (Date of earliest event reported): February 1, 2000
Commission File No. 0-24833
FUTURELINK CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4763404
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100, 6 Morgan, Irvine, California 92618
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(Address of principal executive offices) (ZIP Code)
(949) 837-8252
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
A) On February 1, 2000, the Registrant entered into an agreement to acquire
all of the issued and outstanding shares of MicroLAN Systems, Inc. doing
business as Madison Technology Group of New York, as well as sister companies
Madison Consulting Resources, Inc. and Madison Consulting Resources of New
Jersey (collectively "Madison"). For information regarding these companies,
please refer to the Registrant's press release of February 2, 2000 attached as
an exhibit hereto.
The consideration to be paid to acquire Madison is approximately $6.5
million in cash, $7.25 million in short term notes and 1.975 million of
Registrant's common stock for 100% of Madison. The Registrant plans to close
these acquisitions at or about the end of February, 2000.
Please refer to the Registrant's press release of February 2, 2000 attached
as an exhibit hereto for additional information regarding this transaction.
B) On February 3, 2000, the Registrant entered into agreements to acquire
all of the issued and outstanding shares of Toronto, Ontario based Charon
Systems Inc. ("Charon") For information regarding this company, please refer to
the Registrant's press release of February 4, 2000 attached as an exhibit
hereto.
The consideration to be paid to acquire Charon is approximately $6.95
million in cash and 1.073 million Shares of Registrant's common stock for 100%
of Charon. The Registrant plans to close these acquisitions at or about the end
of February, 2000.
Please refer to the Registrant's press release of February 4, 2000 attached as
an exhibit hereto for additional information regarding this transaction
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) EXHIBITS:
99.1 News Release of the Registrant dated February 2, 2000
99.2 News Release of the Registrant date February 4, 2000
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FUTURELINK CORP.
By: [signed: R. Kilambi] Date: February 9, 2000
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Raghu Kilambi, Chief Financial Officer
By: [signed: K.B.A. Scott] Date: February 9, 2000
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Kyle B.A. Scott, Corporate Secretary
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EXHIBIT INDEX
Exhibit No.
99.1 News Release of the Registrant dated February 4, 2000
99.2 News Release of the Registrant dated February 4, 2000
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EXHIBIT 99.1
FUTURELINK ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE
NEW YORK-BASED MADISON GROUP OF COMPANIES
FUTURELINK ESTABLISHES PRESENCE IN THE NORTHEAST WITH LEADING
CITRIX SOLUTIONS PROVIDER
IRVINE, CALIF. FEBRUARY 2, 2000 -- FutureLink Corp. (Nasdaq: FTRL), one of the
first application service providers (ASPs), today announced that it has signed a
definitive agreement to acquire a leading financial services ASP and Citrix(R)
Platinum Solutions Provider, MicroLAN Systems, Inc, (doing business as Madison
Technology Group) as well as sister companies Madison Consulting Resources, Inc.
and Madison Consulting Resources of New Jersey, collectively "Madison".
Under the terms of the agreement, FutureLink will pay total consideration of
$57.5 million consisting of $6.5 million in cash, $7.25 million in short term
notes and 1.975 million shares of FutureLink common shares for 100% of Madison.
The transaction is expected to close by February 29, 2000.
This acquisition establishes FutureLink as a leading Citrix-based solutions
provider in the northeastern United States and extends the company's geographic
reach into the expanding northeastern ASP market, as well as extending its ASP
coverage into the financial services sector. FutureLink also adds seasoned
technical staff and outsourcing capabilities to its team of IT specialists.
Privately held Madison, with offices in New York and New Jersey, also offers
training, consulting, installation, and maintenance services and currently
employs a technical and professional staff of over 60. For the nine months ended
September 30, 1999, Madison's revenues were $16.6 million compared to $7.2
million for the same period in 1998.
"The acquisition of Madison strengthens FutureLink's position as one of North
America's leading application service providers and reinforces our commitment to
building a world class application hosting platforms organization," said Philip
R. Ladouceur, Chairman and chief executive officer of FutureLink. "Madison's
leading presence in the northeast complements our recent expansion into the
Mid-Atlantic states and continues our strategy of acquiring companies with
strong technical expertise and management experience."
"It has been Madison's mission to be a world class provider of secure, quality,
granular application delivery," said Madison founder and President, Ira
Silverman, "Our success in this effort and its outgrowth into the ASP space is a
testament to the tenacity of our efforts," added Adam Silverman, Vice President.
"FutureLink is the next phase. They represent the significant, quality firm
required to move this vision ahead."
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Drawing upon nine years of application deployment experience, Madison Technology
Group launched MadisonApps.com, an ASP division, to answer client demand for
web-enabled application solutions. "Joining FutureLink will help us to meet this
demand and continue to exceed users' expectations," commented Ira Silverman.
ABOUT MADISON
Madison Technology Group, founded in 1991, is an award winning IT consulting and
network integration firm specializing in Thin Client Solutions, Network
Security, Directory Services and Data Communications. Through its affiliated
company, Madison Consulting Resources, Madison Technology Group also provides
staff augmentation services to its Fortune 1000 clients. Application hosting
services are provided by MadisonApps.com, the company's Application Service
Provider (ASP) division. Madison is headquartered in New York, New York and
maintains an office in Edison, New Jersey.
For more information about Madison Technology Group, Madison Consulting
Resources and MadisonApps.com, call 212-883-1000 or visit
www.madisontechnology.com.
ABOUT FUTURELINK
FutureLink, The Computer Utility Company(TM), is one of the founders of the
Application Service Provider (ASP) industry and a founding member of the ASP
Industry Consortium.
FutureLink's Application Hosting Services Division provides businesses with
off-site, Internet-based computing. The company's Application Hosting Platforms
Division builds application server farms and provides Citrix application server
software integration services. With Application Hosting Platform solutions,
FutureLink customers manage their own server farms, and provide ASP services to
users with their own IT staff and FutureLink consultants.
For more information, contact FutureLink toll-free at (877) 216-6001; e-mail:
[email protected]; or visit the FutureLink Web site at
http://www.futurelink.net.
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Forward-looking statements and comments in this news release are made pursuant
to safe harbor provisions of the Securities Exchange Act of 1934. Such
statements relating to, among other things, the prospects for the companies to
complete the transaction and enhance operating results, are necessarily subject
to risks and uncertainties, some of which are significant in scope and nature.
These risks may be further discussed in periodic reports and registration
statements to be filed by the company from time to time with the Securities and
Exchange Commission in the future.
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EXHIBIT 99.2
FUTURELINK ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE
TORONTO-BASED CHARON SYSTEMS INC.
FUTURELINK EXTENDS SERVER-BASED COMPUTING REACH TO
CANADIAN BUSINESS MARKETS
IRVINE, Calif. February 4, 2000 -- FutureLink Corp. (Nasdaq: FTRL), one of the
first Application Service Providers (ASPs), announced that it has signed a
definitive agreement to acquire Toronto-based Charon Systems Inc. ("Charon"), a
leading provider of systems integration and Citrix-based IT services solutions.
Under the terms of the agreement, FutureLink will pay total consideration of
$31.3 million ($45 million Cdn) consisting of $6.95 million ($10 million Cdn) in
cash and 1.073 million shares of FutureLink common shares for 100% of Charon.
The acquisition increases FutureLink's penetration of North America's
server-based computing market and comes on the heels of the Company's recent
expansion into the Mid-Atlantic and Northeastern markets. FutureLink recently
closed the acquisition of VSI Technology Solutions, a leading mid-Atlantic
region Citrix Solutions Provider and announced a definitive agreement to acquire
New York-based MicroLAN Systems, Inc. (doing business as the Madison Technology
Group) and two sister companies, a leading financial services ASP and Citrix(R)
Platinum Solutions Provider.
Founded in 1991, privately-held Charon focuses on providing business customers
with Citrix server-based IT solutions. The company is a Platinum Citrix partner
and one of the top five Citrix resellers in Canada. Charon operates Canada's
first technology center dedicated to the training, certification, and testing of
server-based computing environments. Charon also has offices in Montreal, PQ,
London, ON and Quebec City, PQ and currently employs a technical and
professional staff of over 90. For the fiscal year ending July 31, 1999,
Charon's revenues were $13.6 million ($19.5 million Cdn) compared to $10.1
million ($14.5 million Cdn) for the fiscal year ending July 31, 1998.
"By combining Charon's breadth and depth of Citrix-based expertise with our
technical capabilities, we are furthering our strategy of building a world class
application hosting platforms organization, focused on implementing Citrix
server-based ASP solutions," said Philip R. Ladouceur, Chairman and chief
executive officer of FutureLink. "Charon's position as the leading Citrix-based
solutions provider in Canada complements our recent U.S.-based acquisitions and
gives us another component to our geographic expansion across North America."
"This move enables Charon to further expand its operations across Canada
offering customers an alternative to purchasing server-based systems and ERP
software," noted David Fung, president and CEO of Charon Systems. "Through
FutureLink's ASP model, customers can lease application services on a monthly
basis. This is ideal for small- to medium-sized enterprise customers and
vertical industries."
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ABOUT FUTURELINK
FutureLink, The Computer Utility Company(TM), is one of the founders of the
Application Service Provider (ASP) industry and a founding member of the ASP
Industry Consortium.
FutureLink's Application Hosting Services Division provides businesses with
off-site, Internet-based computing. The company's Application Hosting Platforms
Division builds application server farms and provides Citrix application server
software integration services. With Application Hosting Platform solutions,
FutureLink customers manage their own server farms, and provide ASP services to
users with their own IT staff and FutureLink consultants.
For more information, contact FutureLink toll-free at (877) 216-6001; e-mail:
[email protected]; or visit the FutureLink Web site at
http://www.futurelink.net.
ABOUT CHARON SYSTEMS, INC.
Founded in 1991, Charon Systems Inc. is an accomplished e-business systems
integrator and developer who, by building strong relationships with its
customers and solution partners, deploys the most up-to-date technology
solutions. Charon Systems provides solutions in four interrelated areas:
server-based computing, ERP Financial systems/e-Business software development,
network infrastructure and IT training to corporations and government agencies
across Canada.
Based in Toronto, with offices in London, Ontario, Montreal and Quebec City,
Charon Systems is authorized by Citrix (Platinum Reseller), Navision (Navision
Solution Center), Microsoft (Solution Provider Depth Partner), Novell (Platinum
Reseller), Compaq (Premier Service Centre), 3Com (Advanced Solution Partner) and
Cisco Systems (Premium Reseller), among others.
For more information on Charon Systems Inc., visit them at www.charon.com or
call (416) 503-1100.
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Forward-looking statements and comments in this news release are made pursuant
to safe harbor provisions of the Securities Exchange Act of 1934. Such
statements relating to, among other things, the prospects for the companies to
complete the transaction and enhance operating results, are necessarily subject
to risks and uncertainties, some of which are significant in scope and nature.
These risks may be further discussed in periodic reports and registration
statements to be filed by the company from time to time with the Securities and
Exchange Commission in the future.
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