Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 19, 2000
-----------------
(Date of Report)
AREMISSOFT CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 7372 68-0413929
---------------------------- -------------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
216 Haddon Avenue, Suite 607, Westmont, NJ 08108
------------------------------------------ ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (856) 869-0770
<PAGE>2
Item 5. Other Events
On December 5, 2000, pursuant to a Share Purchase Agreement ("Agreement')
dated November 28, 2000, AremisSoft Corporation ("AremisSoft"), through its
wholly owned subsidiary AremisSoft (E.E. M.E. A.), a Cyprus corporation,
acquired all of the outstanding capital stock of e-ChaRM Pvt Ltd, an India
corporation ("e-ChaRM"). As a result of the acquisition, e-ChaRM has become a
wholly-owned subsidiary of AremisSoft.
Under the terms of the Agreement, AremisSoft acquired all of the
outstanding shares of e-ChaRM for approximately $10.9 million in an all cash
transaction. AremisSoft funded the acquisition utilizing working capital. A copy
of the Agreement is included herein as Exhibit 10.28 and is incorporated by
reference into this Item 5. The foregoing description is qualified in its
entirety by reference to the exhibit.
The consideration paid by AremisSoft for the outstanding capital stock of
e-ChaRM pursuant to the Agreement was determined through negotiations that took
into account various factors concerning the business of e-ChaRM including, among
other things, the market value of comparable companies.
e-ChaRM is a supplier of web based Customer Relationship Management and
Hospital Management Systems software, applications and services. Through this
acquisition, AremisSoft intends to combine e- ChaRM technology and application
skills with AremisSoft's enterprise applications to help enable AremisSoft to
offer a broader array of products and services. The principal offices of e-ChaRM
are located in India.
On December 19, 2000, AremisSoft completed the acquisition of the
lodging and international hospitality businesses of Eltrax Hospitality Group,
Inc., a Delaware Company ("Eltrax Hospitality") and a subsidiary of Verso
Technologies, Inc. (formerly Eltrax Systems, Inc.). The acquisition was
completed with the closings of the transactions with Eltrax Hospitality's Hong
Kong and Singapore subsidiaries, the last of eight international transactions.
Through a purchase of assets and assumption of certain liabilities AremisSoft
acquired the lodging and hospitality businesses of Eltrax Hospitality in the
United States, Norway, Australia, Switzerland, United Kingdom, Malaysia,
Belgium, Hong Kong and Singapore. AremisSoft acquired these businesses for $10
million in an all cash transaction.
Item 7. Financial Statements and Exhibits.
<TABLE>
<S> <C>
(c) Exhibits.
10.20 Form of Agreement between AremisSoft Norway AS and Eltrax Scandinavia AS.
10.21 Form of Agreement between AremisSoft, AremisSoft Hospitality (Switzerland)
GmbH, Verso Technologies, Inc. (formerly Eltrax Systems, Inc.), Eltrax AG, and
Eltrax Holding AG.
10.22 Form of Agreement between AremisSoft, AremisSoft Australia Pty Limited, Verso
Technologies, Inc. (formerly Eltrax Systems, Inc.), Eltrax Systems Pty Ltd, and
Eltrax International Group, Inc.
<PAGE>3
10.23 Form of Agreement between AremisSoft, AremisSoft Hospitality (UK) Limited,
Verso Technologies, Inc. (formerly Eltrax Systems, Inc.), and Eltrax UK Limited.
10.24 Form of Agreement between AremisSoft, Impact Level (M) Sdn. Bhd., Verso
Technologies, Inc. (formerly Eltrax Systems, Inc.), Eltrax Systems Sdn. Bhd., and
Eltrax International Inc.
10.25 Form of Agreement between AremisSoft Hospitality Group (US), Inc., Verso
Technologies, Inc., (formerly Eltrax Systems, Inc.), and Eltrax Group, Inc.
10.26 Form of Agreement between AremisSoft, AremisSoft (HK) Corporation Limited,
Verso Technologies, Inc. (formerly Eltrax Systems, Inc.), Eltrax Systems Pty
Limited, and Eltrax International Inc.
10.27 Form of Agreement between AremisSoft, Latin America One Pte Ltd, Verso
Technologies, Inc. (formerly Eltrax Systems, Inc.), and Eltrax Systems Pte Ltd.
10.28 Form of Share Purchase Agreement for e-ChaRM Pvt Ltd.
</TABLE>
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.
Dated: December 19, 2000 AREMISSOFT CORPORATION
By: /s/ ROYS POYIADJIS
------------------------------------
Roys Poyiadjis
President & Chief Executive Officer
