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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 31, 2000
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Date of Report
(Date of earliest event reported)
Envision Development Corporation
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(Exact name of registrant as specified in its charter)
Florida 001-15311 65-0981457
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State of Commission File IRS Employer
Incorporation Number Identification No.
100 Nickerson Road, Marlboro, Massachusetts 01752
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Address of principal executive offices
(508) 480-3000
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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.
On October 31, 2000, Envision Development Corporation ("Envision")
disposed of a majority of the assets of its wholly-owned subsidiary, Envision
Massachusetts ("Envision Mass"), pursuant to the terms of a letter agreement
(the "Agreement"), dated October 31, 2000, by and among Business Solutions
Outpost Corporation, ("BSOC"), and Envision.
Under this Agreement Envision disposed of certain computer equipment
and was released from all of its client contract obligations and certain
liabilities. The acquirer, Robert R. Haskell II, President of BSOC, is the
former V.P. of Sales for Envision Mass. The total consideration from this
disposition was $52,790. As a result of this transaction, management expects to
record a loss on the disposition of Envision Mass of approximately $10,283,000,
including a $10,000,000 write-off of the remaining goodwill associated with the
Envision Mass acquisition.
Item 7. Pro Forma Financial Information.
(b) Pro forma financial information.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized this 15th day of November, 2000.
ENVISION DEVELOPMENT CORPORATION
By: /s/ MICHAEL AMIDEO
---------------------------------------
Michael Amideo
Chief Executive Officer
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ENVISION DEVELOPMENT CORPORATION
(SUCCESSOR TO PERFUMANIA.COM, INC.)
FORWARD LOOKING STATEMENTS
This Report on Form 8-K may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors, some of which are beyond our control, that may cause the actual
results, performance or achievements of Envision Development Corporation or its
industry to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements are based on our current expectations and are subject
to a number of risks, uncertainties and assumptions relating to our operations,
financial condition and results of operations, including, among others, rapid
technological and regulatory changes in the industries we serve, the financial
resources of our customers, our numerous competitors and the few barriers to
entry for potential competitors, our uncertain revenue growth, our ability to
attract and retain qualified personnel, our ability to expand our infrastructure
and manage our growth, and our ability to identify, finance and integrate
acquisitions, among others. If any of these risks or uncertainties materialize,
or if any of the underlying assumptions prove incorrect, actual results may
differ significantly from results expressed or implied in any forward-looking
statements made by us. These and other risks are detailed in the Annual Report
on Form 10-K as of and for the year ending January 29, 2000 and in other
documents filed by us with the Securities and Exchange Commission. Envision
undertakes no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.
PRO FORMA FINANCIAL INFORMATION
(UNAUDITED)
On October 31, 2000, Envision Development Corporation ("Envision") disposed of a
majority of the assets its wholly-owned subsidiary, Envision Massachusetts
("Envision Mass"), pursuant to the terms of a letter of agreement, dated October
31, 2000, by and among Envision and Robert R. Haskell II, president of Business
Solutions Outpost Corporation, ("BSOC").
Management expects to record a loss on the disposition of Envision Mass. This
entry will include a write-off of the goodwill associated with Envision Mass of
approximately $10 million.
The following presents the pro forma financial information (unaudited) of
Envision as of July 29, 2000 and January 29, 2000, and for six and three months
ended July 29, 2000, as if the disposition of certain assets of Envision Mass
was consummated at the beginning of the periods presented. The historical
financial information for Envision is derived from the historical financial
statements previously filed with the Securities and Exchange Commission and is
intended only for presentation of the Company's pro forma financial information.
The pro forma financial information is provided for informational purposes only
and should not be construed to be indicative of the Company's results of
operations had the acquisition been consummated on the dates assumed and does
not project the Company's results of operations for any future period. The pro
forma adjustments are described below.
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PRO FORMA COMBINED BALANCE SHEET
JULY 29, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
ENVISION
HISTORICAL
AS PER FORM 10-Q PRO FORMA
DATED JULY 29, 2000 ADJUSTMENTS PRO FORMA RESULTS
------------------- ---------------- ----------------
ASSETS
<S> <C> <C> <C>
Current assets:
Cash $ 34,515 $ 52,790 (1) $ 87,305
Restricted Cash 500,000 -- 500,000
Accounts receivable 320,187 (113,359)(1) 206,828
Prepaid expenses 276,993 -- 276,993
------------- ------------- -------------
Total current assets 1,131,695 (60,569) 1,071,126
Net assets from discontinued operations -- --
Property and equipment, net 1,688,390 (222,571)(1) 1,465,819
Intangible assets 126,626,022 (10,000,000)(2) 116,626,022
Other assets 201,620 -- 201,620
------------- ------------- -------------
Total assets $ 129,647,727 $ (10,283,140) $ 119,364,587
============= ============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 3,033,381 $ -- $ 3,033,381
Notes payable to stockholders 664,783 -- 664,783
Deferred revenues 316,168 (75,000)(1) 241,168
Capital lease obligation 119,096 (65,239)(1) 53,857
------------- ------------- -------------
Total current liabilities 4,133,428 (140,239) 3,993,189
------------- ------------- -------------
Minority interest 2,351,856 -- 2,351,856
------------- ------------- -------------
Shareholders' equity (deficit):
Common stock 120,420 -- 120,420
Additional paid in capital 287,936,452 -- 287,936,452
Deferred compensation (1,746,813) -- (1,746,813)
Accumulated deficit (163,147,616) (10,142,901)(1,2) (173,290,517)
------------- ------------- -------------
Total shareholders' equity 123,162,443 (10,142,901) 113,019,542
------------- ------------- -------------
Total liabilities and shareholders' equity $ 129,647,727 $ (10,283,140) $ 119,364,587
============= ============= =============
</TABLE>
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PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JULY 29, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
ENVISION
HISTORICAL
AS PER FORM 10-Q PRO FORMA
DATED JULY 29, 2000 ADJUSTMENTS PRO FORMA RESULTS
------------------- ------------- -----------------
<S> <C> <C> <C>
Revenue $ 493,420 $ -- $ 493,420
------------- ------------- -------------
General and administrative expenses 5,755,777 -- 5,755,777
Legal settlement 9,850,000 -- 9,850,000
Research and development 998,709 -- 998,709
In-process research and development 4,119,000 -- 4,119,000
Depreciation and amortization 17,111,422 -- 17,111,422
Impairment of intangibles 122,302,408 10,000,000(2) 132,302,408
------------- ------------- -------------
Total expenses 160,137,316 10,000,000 170,137,316
------------- ------------- -------------
Loss from operations, before loss on sale of
stock by subsidiary, minority interest,
interest income and results of operations
from discontinued operations (159,643,896) (10,000,000) (169,643,896)
Loss on sale of stock by subsidiary (17,876,747) -- (17,876,747)
Minority interest 148,144 -- 148,144
Interest income, net 23,070 -- 23,070
------------- ------------- -------------
Loss from operations before results of
operations from discontinued
operations (177,349,429) (10,000,000) (187,349,429)
Income from discontinued operations 3,590 -- 3,590
Gain (loss) on sale of discontinued operations 26,130,922 (142,901)(1) 25,988,021
------------- ------------- -------------
$(151,214,917) $ (10,142,901) $(161,357,818)
============= ============= =============
Basic and diluted loss per common share:
Loss from continuing operations $ (16.14) $ (17.05)
Income (loss) from discontinued operations -- --
Gain on sale of discontinued operations 2.38 2.37
------------- -------------
Net loss $ (13.76) $ (14.69)
============= =============
Weighted average number of common shares
outstanding used in basic and diluted
calculation 10,987,601 10,987,601
============= =============
</TABLE>
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PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JULY 29, 2000
<TABLE>
<CAPTION>
(UNAUDITED)
ENVISION
HISTORICAL
AS PER FORM 10-Q PRO FORMA
DATED JULY 29, 2000 ADJUSTMENTS PRO FORMA RESULTS
------------------- ------------- -----------------
<S> <C> <C> <C>
Revenue $ 493,420 $ -- $ 493,420
------------- ------------- -------------
General and administrative expenses 8,094,971 -- 8,094,971
Legal settlement 9,850,000 -- 9,850,000
Research and development 1,154,370 -- 1,154,370
In-process research and development 4,119,000 -- 4,119,000
Depreciation and amortization 20,000,867 -- 20,000,867
Impairment of intangibles 122,302,408 10,000,000(2) 132,302,408
------------- ------------- -------------
Total expenses 165,521,616 10,000,000 175,521,616
------------- ------------- -------------
Loss from operations, before loss on sale of
stock by subsidiary, minority interest,
interest income and results of operations
from discontinued operations (165,028,196) (10,000,000) (175,028,196)
Loss on sale of stock by subsidiary (17,876,747) -- (17,876,747)
Minority interest 148,144 -- 148,144
Interest income, net 113,898 -- 113,898
------------- ------------- -------------
Loss from operations before results of
operations from discontinued
operations (182,642,901) (10,000,000) (192,642,901)
Income from discontinued operations (1,083,675) -- (1,083,675)
Gain (loss) on sale of discontinued operations 26,130,922 (142,901)(1) 25,988,021
------------- ------------- -------------
Net loss $(157,595,654) $ (10,142,901) $(167,738,555)
============= ============= =============
Basic and diluted loss per common share:
Loss from continuing operations $ (19.27) $ (20.33)
Income (loss) from discontinued operations (0.12) (0.12)
Gain on sale of discontinued operations 2.76 2.74
------------- -------------
Net loss $ (16.63) $ (17.71)
============= =============
Weighted average number of common shares
outstanding used in basic and diluted
calculation 9,476,213 9,476,213
============= =============
</TABLE>
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PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JANUARY 29, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
RESTATED
ENVISION
HISTORICAL
STATEMENT OF
OPERATIONS FOR
THE YEAR ENDED PRO FORMA
JANUARY 29, 2000 ADJUSTMENTS PRO FORMA RESULTS
---------------- ----------- -----------------
<S> <C> <C> <C>
Revenue $ -- $ -- $ --
------------ ------------ ------------
General and administrative expenses 1,143,177 -- 1,143,177
Impairment of intangibles -- 10,000,000 10,000,000
------------ ------------ ------------
Total expenses 1,143,177 10,000,000 11,143,177
------------ ------------ ------------
Loss from continuing operations before
interest income and interest expense (1,143,177) (10,000,000)(2) (11,143,177)
Interest income (expense), net 4,648 4,648
------------ ------------ ------------
Loss from operations before results of
operations from discontinued
operations (1,138,529) (10,000,000) (11,138,529)
Income from discontinued operations (4,089,938) (4,089,938)
Loss on sale of discontinued operations -- (142,901)(1) (142,901)
------------ ------------ ------------
Net loss $ (5,228,467) $(10,142,901) $(15,371,368)
============ ============ ============
Basic and diluted loss per common share:
Loss from continuing operations $ (0.19) $ (1.91)
Loss from discontinued operations (0.70) (0.70)
Gain on sale of discontinued operations -- (0.02)
------------ ------------
Net loss $ (0.89) $ (2.63)
============ ============
Weighted average number of common shares
outstanding used in basic and diluted
calculation 5,844,780 5,844,780
============ ============
</TABLE>
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NOTES TO PRO FORMA FINANCIAL STATEMENTS:
(1) To eliminate Envision Mass' assets and liabilities disposed with the sales
of the majority of the assets and liabilities to BSOC.
(2) To account for the impairment of goodwill related to Envision Mass
acquisition.
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