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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): January 31, 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)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported in the Current Report on Form 8-K dated January 31,
2000 and filed by the Registrant with the Securities and Exchange Commission on
February 14, 2000 (the "Initial Report"), the Registrant completed its
previously announced acquisition of Maryland based Vertical Software, Inc.
("VSI") on January 31, 2000. Under the terms of this acquisition, VSI's
shareholders received $8,060,707.59 million in cash and 1,026,316 shares of the
Registrant's common stock valued at approximately $19.00 per share. The
Agreement and Plan of Reorganization and Merger dated December 2, 1999 (the
"Acquisition Agreement") pursuant to which this acquisition was completed was
attached as an exhibit to the Initial Report and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED:
Audited financial statements for VSI as at December 31, 1996, 1997 and 1998
and for the years ended December 31, 1996, 1997 and 1998 and unaudited
financial statements for VSI as at September 30, 1999 and for the nine
month period ended September 30, 1999 were previously referenced in the
Initial Report (the Current Report on Form 8-K filed by the Registrant on
February 14, 2000 which incorporated by reference financial statements
filed within the Registration Statement on Form SB-2 filed by the
Registrant on February 11, 2000).
(b) PRO FORMA FINANCIAL INFORMATION:
Unaudited pro forma financial statements showing the combination of the
Registrant with VSI, as well as the impact of certain other transactions
involving the Registrant, as at December 31, 1998 and for the year ended
December 31, 1998 and as at September 30, 1999 and for the nine month
period ended September 30, 1999 were previously referenced in the Initial
Report (the Current Report on Form 8-K filed by the Registrant on
February 14, 2000 which incorporated by reference financial statements
filed within the Registration Statement on Form SB-2 filed by the
Registrant on February 11, 2000).
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(c) EXHIBITS:
2.1 The Agreement and Plan of Reorganization and Merger by and
among FutureLink Corp., FutureLink Maryland Acquisition Corp.,
Vertical Software, Inc., Curtis Eshelman and James C. Harvey dated
December 2, 1999 (the "Acquisition Agreement"). Schedules not
attached.*
23.1 Consent of Ernst & Young LLP, the independent auditors of
Vertical Software, Inc.
99.1 News Release of the Registrant dated February 1, 2000.*
* Note: These Exhibits are attached to the Current Report on
Form 8-K dated January 31, 2000 which was filed by the Registrant on
February 14, 2000.
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, thereunto duly authorized.
FUTURELINK CORP.
By: [signed: K. B. Scott] Date: February 15, 2000
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Kyle B.A. Scott, Secretary
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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23.1 Consent of Ernst & Young LLP, the independent auditors
of Vertical Software, Inc.
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Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated January 7,
2000, with respect to the financial statements of Vertical Software, Inc.
included in FutureLink Corp.'s Registration Statement (Form SB-2, No.
333-00000) dated February 11, 2000, in the Form 8-K of FutureLink Corp. dated
February 14, 2000, and in the Registration Statement (Form S-8, No. 333-84679)
pertaining to the FutureLink Corp.'s Stock Option Plan filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
February 14, 2000
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