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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): MAY 16, 2000
ENVISION DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
FLORIDA 001-15311 65-0981457
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
4 MOUNT ROYAL AVENUE, MARLBORO, MASSACHUSETTS 01752
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 481-8303
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 16, 2000, Envision Development Corporation (the "Corporation")
acquired Envision Development Corporation, a Massachusetts corporation
("Envision Massachusetts") with the same name as the Corporation pursuant to the
terms of the First Amended and Restated Agreement and Plan of Merger, dated
March 10, 2000 (the "Agreement"), as amended by Amendment No. 1, dated May 12,
2000 (the "Amendment"), among the Corporation, Envision Acquisition Corporation
("EAC"), perfumania.com, inc. ("perfumania.com"), Envision Massachusetts and
certain stockholders of Envision Massachusetts.
Envision Massachusetts merged with and into EAC, a wholly-owned
subsidiary of the Corporation, with Envision Massachusetts surviving as a
wholly-owned subsidiary of the Corporation. All the issued and outstanding
common stock of Envision Massachusetts was converted into 1,513,072 shares of
common stock, par value $0.01 (the "Common Stock"), of the Corporation, and all
the issued and outstanding options for common stock of Envision Massachusetts
were converted into 373,421 options for Common Stock of the Corporation. The
number of shares and options of the Corporation given in exchange for shares and
options of Envision Massachusetts was determined by negotiations among the
parties to the Agreement.
Envision Massachusetts delivers complete eBusiness products and
services that support a wide range of eCommerce applications for customers,
including building customized eStructures to replace legacy infrastructure,
providing InternetPowered(TM) products and solutions and delivering professional
services to business clients.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statement of Business Acquired: Such financial
statements will be filed by amendment not later than 75 days after the
date of the event reported on this Current Report.
(b) Pro Forma Financial Statements: Such financial statements will
be filed by amendment not later than 75 days after the date of the
event reported on this Current Report.
(c) Exhibits:
2.1 First Amended and Restated Agreement and Plan of Merger, dated
March 10, 2000, among the Registrant, Envision Acquisition
Corporation, perfumania.com, inc., Envision Development
Corporation and certain stockholders of Envision Development
Corporation.*
2.2 Amendment No. 1, dated May 12, 2000, among the Registrant,
Envision Acquisition Corporation, perfumania.com, inc.,
Envision Development Corporation and certain stockholders of
Envision Development Corporation.
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* Certain Exhibits and Schedules to the First Amended and
Restated Agreement and Plan of Merger has been excluded from
this filing. The Registrant agrees to provide such exhibits
and schedules upon request to the Securities and Exchange
Commission.
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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.
Date: May 30, 2000
ENVISION DEVELOPMENT CORPORATION
By: /s/ Michael E. Amideo
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Name: Michael E. Amideo
Title: Chief Financial Officer
and Secretary
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