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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 7, 2000
ENVISION DEVELOPMENT CORPORATION
(f/n/a perfumania.com, inc.)
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(Exact Name of Registrant as Specified in Charter)
FLORIDA 001-15311 65-0981457
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
11701 NW 101st Road, Miami, Florida 33178
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (305) 889-1600
Former name, former address, and former fiscal year,
if changed since last report: perfumania.com, inc.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 7, 2000, Envision Development Corporation ("Envision")
completed the first stage of the acquisition of approximately [80]% of Qui Vive,
Inc. ("QVtech") pursuant to the terms of an Amended and Restated Stock
Acquisition Agreement, dated as of March 31, 2000 (the "Agreement"), among
Envision, QV Acquisition Corporation, a Delaware corporation ("QV Acquisition"),
Sundog Technologies, Inc., a Delaware corporation ("Sundog"), and RockMountain
Ventures Fund, LP ("Rock").
QV Acquisition, a wholly-owned subsidiary of Envision, acquired shares
of Series A Preferred Stock and shares of Series B Preferred Stock of QVtech
from Sundog and Rock. In consideration therefor, Envision issued shares of
Envision common stock to Sundog and Rock. Subject to the approval of Envision's
shareholders, Envision is obligated to issue additional shares of Envision
common stock to Sundog and Rock within two business days of receiving such
shareholder approval. The number of shares of Envision common stock given in
exchange for such shares of QVtech capital stock was determined by negotiations
among the parties to the Agreement.
QVtech provides secure, scalable e-mail protection software for
businesses, and Envision intends to continue such business. Alan Rudd, a
director of Envision, is an officer and director of Sundog and also a director
of QVtech.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required by
Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Current Report on Form 8-K no
later than 75 days after the date of this Current Report on Form 8-K.
(b) Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the pro forma financial information
required by Item 7(b). In accordance with Item 7(b)(2) of Form 8-K, such pro
forma financial information shall be filed by amendment to this Current Report
on Form 8-K no later than 75 days from the date of this Current Report.
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(c) Exhibits
Exhibit No. Description
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99.1 Press Release, dated April 11, 2000.
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SIGNATURE
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, thereunto duly authorized.
ENVISION DEVELOPMENT CORPORATION
Date: April 24, 2000 By: /s/ William J. Patch
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William J. Patch
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release, dated April 11, 2000.
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COMPANY CONTACT:
Michael Amideo, Envision Development Corporation, 508-481-8303,
[email protected]
MEDIA CONTACTS:
David Politis, Politis Communications, 801-523-3730, 801-556-8184 (mobile),
[email protected]
Jason Olsen, Politis Communications, 801-523-3730, [email protected]
BROKER CONTACT:
Leonardo Zangani, L.G. Zangani, 908-788-9660, [email protected]
FOR IMMEDIATE RELEASE
ENVISION DEVELOPMENT CORPORATION COMPLETES
ACQUISITION OF QVTECH, INC.
MARLBOROUGH, Mass. and COLORADO SPRINGS, Colo. -- April 11 -- Envision
Development Corporation (Amex: EDV) today announced the completion of the
acquisition of controlling ownership of QVtech, Inc. in a stock exchange
transaction.
QVtech is the leading developer of applications to provide security and policy
management for email across a wide range of platforms. The company's
Interosa(TM) software product, winner of the Best of Show Award for emerging
technology at last week's Electronic Messaging Association (EMA) conference,
features specific and variable date expiration, non-forwarding,
non-edit/cut/paste, and other policy management options for secure email.
"Matching QVtech's breakthrough technology with Envision's management,
marketing, and financial strengths is the perfect strategic step for our
company," stated QVtech President, Geoff Mulligan. "And," he added, "This is the
perfect time."
"The high-quality people of QVtech and the market-leading technology they have
developed are an excellent fit for Envision," said Bill Patch, president of
Envision Development Corporation. "Interosa sets a very high new standard for
email security, and it now becomes a backbone product in our family of
transactive technologies."
QVtech is dedicated to providing secure, highly scalable email protection
software for businesses. Its flagship product, Interosa, allows email users to
transparently add significant security and business-policy protection to their
business conversations.
Envision Development Corporation is a rapidly growing leader in providing
web-centric transactive technologies through breakthrough applications
development and end-to-end ebusiness solutions.
# # #
This press release contains forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements. Such risks and uncertainties are
described in the company's filings with the SEC, including its Registration
Statement on Form S-1.
