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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): August 19, 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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3295 River Exchange Drive, Suite 350, Norcross, Georgia 30092
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On August 19, 1999, Towne Services, Inc. issued a press release, a copy
of which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
99.1. Press release dated August 19, 1999.
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.
Chief Financial Officer
Dated: August 19, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
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<S> <C>
99.1 Press Release dated August 19, 1999.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
AUGUST 19, 1999
TOWNE SERVICES FORMS OFFICE OF THE CHAIRMAN
DREW W. EDWARDS RESIGNS AS TOWNE'S CHAIRMAN AND CEO
Information Contact: Bruce F. Lowthers, Jr.
Chief Financial Officer
(678) 475-5214
Suwanee, GA, August 19, 1999. Towne Services, Inc. (NASDAQ: TWNE)
announced today that the Executive Committee of its Board of Directors has
accepted the resignation of Drew W. Edwards as Chairman, Chief Executive Officer
and a director of the Company. John W. Collins has been appointed Chairman of
the Executive Committee. The Executive Committee has formed an Office of the
Chairman to direct the operations of the Company while it undertakes the search
for a new Chief Executive Officer.
Mr. Collins, a director of Towne since its inception and the Chairman
and Chief Executive Officer of The InterCept Group, Inc. (NASDAQ: ICPT), Bahram
Yusefzadeh, the Chairman and CEO of Phoenix International Ltd., Inc. (NASDAQ:
PHXX), and G. Lynn Boggs, one of the founders of Towne Services, will comprise
the Office of the Chairman. Mr. Collins will serve as the head of the Office of
the Chairman. Henry M. Baroco, Towne's President and Chief Operating Officer,
will report to the Office of the Chairman and will continue to be responsible
for the daily direction and operations of the Company.
"Drew Edwards has been a driving force behind Towne Services as it
evolved from its early stages," said Collins. "He helped Towne Services grow
from just an idea to one of the leading providers of services and products for
payment transactions for small businesses and community banks. We appreciate
Drew's contributions and wish him well in all his future endeavors."
"The Executive Committee will implement a nationwide search for the
best qualified Chief Executive Officer available who we believe can lead the
Company through the next era of growth and development," continued Collins.
"Towne's directors and advisory director hold approximately 7.5 million shares
of common stock and options to acquire common stock of the Company
(approximately 26%), and we are optimistic about the future of Towne Services.
We plan to continue to execute our strategies and strive to reach our goal of
becoming one of the leading providers of online business solutions to small and
medium size businesses that they need to compete in an electronic commerce
marketplace."
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This release contains "forward-looking statements" concerning Towne's
operations, prospects, customer strategies and financial condition. These
statements are based upon assumptions and estimates which are subject to
significant uncertainties and 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 ability to manage its operations through a
transition period and to complete a successful search and selection of a new
CEO; whether Towne, under the stewardship of any interim or future CEO, will be
able to attain its business goals or continue its growth; whether Towne can
successfully complete the integration of acquired businesses and products;
market acceptance of new products and services; Towne's limited operating
history and whether it will be able to achieve or maintain profitability;
whether Towne can continue and manage growth or execute agreements with new
customers or strategic acquisition candidates; competition 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.
