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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 OF 1934
Date of Report (Date of earliest event reported): June 30, 1999
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TOWNE SERVICES, INC.
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(Exact Name of Registrant
as Specified in its Charter)
Georgia 000-24695 62-1618121
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3950 Johns Creek Court, Suite 100, Suwanee, Georgia 30024
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (678) 475-5200
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N/A
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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.
Effective June 30, 1999, pursuant to the terms of an Agreement and
Plan of Merger dated as of March 25, 1999 (the "Agreement"), TSI Acquisition
One, Inc., a wholly-owned subsidiary of Towne Services, Inc. ("Towne"), merged
with and into Forseon Corporation, a California-based provider of inventory
tracking and retail management systems. As a result of the merger, Forseon
became a wholly-owned subsidiary of Towne. Under the terms of the Agreement,
the Forseon stockholders are entitled to 2.983648 shares of Towne common stock
for each share of Forseon common stock surrendered, for an aggregate number of
shares of Towne common stock of 2,075,345 shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Historical financial statements of Forseon (and the notes thereto) have
previously been filed with the Securities and Exchange Commission (the
"Commission") and are incorporated herein by reference to Towne's
Registration Statement on Form S-4 (Registration No. 333-76493), which
was declared effective by the Commission on June 10, 1999 (the
"Registration Statement").
(B) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information with respect to the merger has
previously been filed with the Commission and is incorporated herein
by reference to the combined unaudited pro forma condensed financial
statements of Forseon and Towne, and the notes and supplemental
information with respect thereto, included under the caption "Combined
Unaudited Pro Forma Condensed Financial Statements" in the proxy
statement/prospectus forming part of the Registration Statement.
(C) EXHIBITS.
2.1 Agreement and Plan of Merger dated as of March 25, 1999 by and
among Forseon Corporation, Towne Services, Inc., TSI
Acquisition One, Inc. and certain of the stockholders of
Forseon Corporation (incorporated by reference to Appendix A
of the proxy statement/prospectus forming a part of the
Registration Statement).*
23.1 Consent of Arthur Andersen LLP (incorporated by reference to
Exhibit 23.1 to the Registration Statement).*
23.2 Consent of KPMG LLP (incorporated by reference to Exhibit
23.2 to the Registration Statement).*
99.1 Press Release dated July 1, 1999.
*Pursuant to Item 601(b)(2) of Regulation S-K, Towne agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
Securities and Exchange Commission upon request.
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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 hereunto duly authorized.
TOWNE SERVICES, INC.
By: /s/ Bruce F. Lowthers, Jr.
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Bruce F. Lowthers, Jr.
Senior Vice President and
Chief Financial Officer
Dated: July 13, 1999
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EXHIBIT INDEX
Exhibit
2.1 Agreement and Plan of Merger dated as of March 25, 1999 by and among
Forseon Corporation, Towne Services, Inc., TSI Acquisition One, Inc.,
and certain of the stockholders of Forseon Corporation (incorporated
by reference to Appendix A of the proxy statement/prospectus forming a
part of Towne Services Registration Statement on Form S-4 (No.
333-76493) as declared effective by the Securities and Exchange
Commission on June 10, 1999 (the "Registration Statement")).*
23.1 Consent of Arthur Andersen LLP (incorporated by reference to Exhibit
23.1 to the Registration Statement).*
23.2 Consent of KPMG LLP (incorporated by reference to Exhibit 23.2 to the
Registration Statement).*
99.1 Press Release dated July 1, 1999.
*Pursuant to Item 601(b)(2) of Regulation S-K, Towne agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the Securities and
Exchange Commission upon request.
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NASDAQ - News EXHIBIT 99.1
Page 1 of 1
Towne Services Completes Acquisition of Forseon Corporation
SUWANEE, Ga., July 1 /PRNewswire/ -- Towne Services (Nasdaq: TWNE), a leading
provider of transaction-based online services and products to small businesses
and community banks nationwide, announced today that it has completed its
acquisition of Riverside, California-based Forseon Corporation, a leading
provider of retail management systems and processing services to small and
mid-sized specialty retailers. The merger of a subsidiary of Towne Services
with Forseon became effective on June 30, 1999.
The acquisition brings approximately 60 business analysts, about 1,400
retailers across the United States and over 43 years of retail expertise to
Towne operations. It also allows Towne to capitalize on Forseon's retail
products and services, which help retailers to optimize sales and inventory
performance with speed and accuracy.
"The addition of Forseon's products and services to Towne's portfolio further
sets us apart from our competition," stated Drew Edwards, chairman and chief
executive officer of Towne Services. "By combining Forseon's forecast and
planning services and point-of-sale products with Towne's e-commerce and
accounts receivable processing solutions, we are able to offer a broader range
of products to both our current and potential clients."
Danny Paul, president and chief executive officer of Forseon, commented, "The
synergies created by the joining of these companies enhance our ability to
offer products and services that address critical challenges facing retailers
today -- inventory and accounts receivable management. Now, retail business can
use Towne's combined services and expertise to improve cash flow and
profitability with the efficient inventory and accounts receivable management
tools we offer."
Towne Services, Inc., based in the metropolitan Atlanta area, is a leading
provider of services and products that process sales and payment information
and related financing transactions for small and mid-sized retail and
commercial businesses and community banks in the United States. The company
delivers these services and products online by linking its business and bank
customers to its processing systems using the Internet and telecommunications
lines. Towne's systems also act as a hub, or electronic gateway, through which
customers can access a variety of business and management tools provided by
Towne and other companies to help them succeed in an electronic commerce
marketplace.
This release contains several "forward-looking statements" concerning Towne's
operations, prospects, strategies and financial condition, including its future
economic performance, intent, plans and objectives and the likelihood of
success in developing and expanding its business. These statements are based
upon a number of assumptions and estimates which are subject to significant
uncertainties, many of which are beyond Towne's control. Words such as "may,"
"would," could," "will," "expect," "anticipate," "believe," "intend," "plan,"
and "estimate" are meant to identify such forward-looking statements. Actual
results may differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause actual results to differ
materially include: Towne's limited operating history and whether it will be
able to achieve or maintain profitability; whether Towne can successfully
complete integrate acquired businesses and products, including Forseon
Corporation; whether Towne can continue and manage growth, complete favorable
acquisitions or execute agreements with new customers; whether Towne can
attract and retain sales and marketing personnel or enter new marketing
alliances to grow its business; increased competition; whether the market will
accept new products and enhancements from Towne; and other factors discussed in
Towne's filings with Securities and Exchange Commission, including its
registration statements on Form S-4 (No. 333-76493) as declared effective on
June 10, 1999, and Form S-1 (333-76859) declared effective on June 23, 1999 and
the "Risk Factors" sections contained therein.
/CONTACT: Cara Jackson, SVP Marketing of Towne Services, 678-475-5200, or
Janice J. Kuntz or David Reiseman of Fleishman-Hillard, 404-659-4446, for
Towne Services/
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