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): July 24, 2000
ORIGIN INVESTMENT GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Maryland
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(State of Incorporation)
36-4286069
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(Commission File No.) (IRS Employer Identification No.)
980 North Michigan Ave., Ste. 1400, Chicago, Illinois 60611
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(Address of Principal Executive Offices) (Zip Code)
312-988-4836
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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)
Item 4. Changes in Registrant's Certifying Accountant
On July 11, 2000, Registrant's independent certified public accountants,
BDO Seidman, L.L.P., ("BDO") notified Origin Investment Group, Inc.
("Registrant") that it has declined to stand for reelection as Registrant's
independent certified public accountants for the current fiscal year. BDO
indicated that Registrant no longer met their risk profile of companies for
which BDO typically provides such audit services.
During the past two most recent fiscal years through and including the date
BDO declined to stand for reelection, there have been no disagreements with BDO
on any matter of accounting principals or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of BDO, would have caused it to make a reference to
the subject matter of the disagreement(s) in connection with its reports. BDO
Seidman, LLP has not reviewed or assisted in the preparation of any SEC filings
of Origin Investment Group, Inc. ("Registrant"), other than the filing of
Registrants Form 10-K filed on May 24, 2000.
Item 5. Other Items
On June 14, 2000, the Registrant entered into an agreement ("FFC
Agreement") with First Fidelity Capital, Inc., ("FFC") an investment advisor to
the Alpha Group of Funds, ("Alpha Funds"), whereby the Alpha Funds will be
required to purchase five million dollars ($5,000,000) of Registrant's common
stock (the "Put" or "Put Right") from time to time during the period and upon
the Registrant's satisfaction of the conditions under a subscription agreement
that would allow it to begin exercising its Put Rights. ("Equity Funding Line of
Credit"). The Equity Funding Line of Credit is subject to, among other things,
the completion of a Regulation E Common Stock Private Equity Line Subscription
Agreement ("Subscription Agreement") with the Registrant and the obtaining of
necessary third party approvals and opinions. At the time of filing this Form
8-K, the Registrant was in the process of preparing an offering circular in
compliance with Regulation E in connection with the Equity Funding Line of
Credit to be filed with the Securities and Exchange Commission. The Equity
Funding Line of Credit will be available to Registrant subject to compliance
with the terms of the Reg. E Common Stock Private Equity Line Subscription
Agreement with the Alpha Group of Funds (the "Subscriber"). Pursuant to the
terms within the FFC Agreement, Registrant is able to Put against the Equity
Funding Line of Credit in maximum amounts ("Put" or "Put Amounts") of $500,000
per Put, where each such Put is at least 15 trading days following the preceding
Put date and where the Put Amount is subject always to a limit of two times the
"Trading Volume" on the trading day immediately preceding delivery of a notice
to draw or place a Put. Trading Volume is to be determined as the dollar amount
of the average daily trading volume of the registrant's common stock, calculated
based upon the average close bid price and averge daily trading volume over the
twenty (20) trading days preceding the put date, in each case reported by
Bloomberg, LP. The FFC Agreement further stipulates that the number of shares of
Registrant's common stock to be issued with respect to any puts shall be equal
to the dollar amount of such put divided by 80% of the "Market Price" of
Registrant's common stock, where the Market Price shall equal the lowest closing
reported bid price of Registrant's common stock for the five (5) trading days,
immediately preceding the put date.
On July 25, 2000, the Registrant signed a letter if intent to acquire all
of the outstanding capital stock of Transition 1/ Management Accounting Systems,
Inc. ("T1/MAS"), a Long Beach, California based Application Service Provider
("ASP") and Value Added Reseller of Epicor enterprise management software
including "Platinum" and "Platinum for Windows" brands of software. T1/MAS has
recently launched a full service ASP product line that provides electronic
delivery of its suite of integrated software products over the Internet. A key
feature of this product line is a proprietary, electronic commerce "front-end"
that is fully integrated with the Platinum database, thus providing real time
access to catalogs, inventories and customer order status. The software is
installed and supported by T1/MAS on hardware operating in a secure and stable
environment. The Letter of Intent ("LOI") provides that Origin Investment Group,
Inc., subject to its upcoming due diligence of T1/MAS, has agreed to purchase
one hundred percent of the issued and outstanding capital stock of T1/MAS for an
aggregate of three million dollars ($3,000,000), payable as follows: At the
Closing, Registrant will make a cash payment in the amount of five hundred
thousand dollars ($500,000.00) and issue one million (1,000,000) shares
("Minimum Shares") of Registrant's common stock, at a minimum value of $2.50 per
share of common stock which registrant represents will be the closing bid price
of its common stock on the date of closing. In the event that the bid price is
below $2.50 on the date of closing, Registrant will issue additional shares to
Sellers such that the aggregate value of all shares issued to Sellers will be
equal to two million five hundred thousand dollars ($2,500,000). In the event
that the closing bid price of Registrant's common stock exceeds $2.50 as a
clsoing bid price on the date of closing, Buyer agrees not to reduce the
aggregate amount of shares issued to Sellers below 1,000,000 shares. In
addition, Registrant has agreed to invest an additional $2,000,000 over the next
ten months into T1/MAS. Origin anticipates providing the initial purchase funds
and further investment capital through the use of its Equity Funding Line of
Credit or through a bridge loan secured by such Equity Funding Line of Credit.
Management of the Registrant is currently in the process of structuring a bridge
loan financing to consummate the acquisition of T1/MAS.
SIGNATURES
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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.
ORIGIN INVESTMENT GROUP, INC.
Dated: July 27, 2000 By: /s/ Greg H. Laborde
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Greg H. Laborde
Chief Executive Officer
