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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
Date of Report (Date of earliest event reported): November 10, 2000
Netzee, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 0-27925 58-2488883
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
6190 Powers Ferry Road, Suite 400, Atlanta, Georgia 30339
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(Address of principal executive offices)
(770) 850-4000
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(Registrant's telephone number including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On November 10, 2000, pursuant to the terms of the Asset Purchase Agreement
dated September 29, 2000, as amended, by and among Netzee, Inc. ("Netzee"), John
H. Harland Company, a Georgia corporation ("Harland"), Concentrex Incorporated,
an Oregon corporation and a wholly owned subsidiary of Harland ("Concentrex"),
MoneyScape Holdings, Inc., an Oregon corporation and a wholly owned subsidiary
of Concentrex ("MoneyScape"), and Meca Software, L.L.C., a Delaware limited
liability company and a wholly owned subsidiary of Concentrex and MoneyScape
("Meca"), Netzee consummated its acquisition of certain assets of Harland's
Internet banking and bill payment businesses and assumed certain liabilities
related to those businesses. As consideration for this acquisition, Netzee
issued 4.4 million shares of Netzee common stock valued at $17.6 million. The
amount of the consideration was determined based upon arm's length negotiations.
On September 29, 2000, Netzee borrowed $5 million from Harland pursuant to the
terms of a promissory note. The note bears interest at a rate of prime plus 2%
per year and is secured by substantially all of Netzee's assets. Accrued
interest under the note is payable quarterly beginning January 1, 2001. The
principal balance is payable at maturity on September 29, 2005. Subsequent to
September 29, 2002, Harland has the right to demand full payment of the note and
all accrued interest with 30 days' notice. The proceeds from the note are being
used to fund working capital requirements.
Harland is located in Decatur, Georgia and is a leading provider of software
solutions, printed products and consulting services to the financial institution
market. The assets acquired by Netzee were used to provide Internet banking and
bill pay services to financial institutions. Netzee intends to continue to use
the acquired assets to engage in these activities.
Harland presently owns approximately 17% of Netzee's common stock. In accordance
with the Asset Purchase Agreement, Netzee has caused two representatives
designated by Harland to serve on its board of directors, effective as of
November 10, 2000. Netzee is required to provide in its proxy statement for its
2001 and 2004 annual meetings for the nomination of Harland's Class II director
nominee. Netzee is also required to provide in its proxy statement for its 2001,
2002 and 2005 annual meetings for the nomination of Harland's Class III director
nominee. Netzee is only required to nominate the directors selected by Harland
at the 2004 and 2005 annual meetings if Harland owns at least 10% of the
outstanding shares of the Issuer's Common Stock at the time of the nomination,
and shall only be required to nominate the Class II director at the 2004 annual
meeting if Harland owns less than 10% but at least 5% of the outstanding shares
of Netzee Common Stock at the time of the nomination. In addition, one of the
directors designated by Harland and as specified by Harland shall also serve on
the compensation committee of Netzee's Board of Directors and the executive
committee, if one is established.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Item No. Exhibit List
2.1* Asset Purchase Agreement, dated September 29, 2000,
by and among Netzee, Inc., John H. Harland Company,
Concentrex Incorporated, Meca Software, L.L.C. and
MoneyScape Holdings, Inc. (1)
2.1.1 Amendment No. 1 to the Asset Purchase Agreement,
dated November 10, 2000, by and among Netzee, Inc.,
John H. Harland Company, Concentrex Incorporated,
Meca Software, L.L.C. and MoneyScape Holdings, Inc.
4.1 Registration Rights Agreement, dated November 10,
2000, by and between Netzee, Inc. and John H. Harland
Company.
10.1 Promissory Note, dated September 29, 2000, from
Netzee, Inc., as maker, to John H. Harland Company,
as payee, in the principal amount of $5,000,000. (1)
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99.1 Press Release dated November 10, 2000.
* Certain schedules and exhibits to this exhibit have been omitted
in accordance with the rules of the Securities and Exchange
Commission. Netzee, Inc. agrees to furnish supplementally a copy of
any such omitted schedule or exhibit to the Securities and Exchange
Commission upon request.
(1) Previously filed as an exhibit to Netzee, Inc.'s Form 10-Q for
the quarter ended September 30, 2000 as filed with the
Securities and Exchange Commission on November 14, 2000, and
hereby incorporated by reference herein.
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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 thereunto duly authorized.
NETZEE, INC.
Date: November 22, 2000 /s/ Richard S. Eiswirth
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Senior Executive Vice President,
Chief Financial Officer and Secretary
(Principal Financial Officer and
Duly Authorized Officer)
Date: November 22, 2000 /s/ Jarett J. Janik
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Vice President and Controller
(Principal Accounting Officer)
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EXHIBIT LIST
Exhibit No. Description
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2.1* Asset Purchase Agreement, dated September 29, 2000,
by and among Netzee, Inc., John H. Harland Company,
Concentrex Incorporated, Meca Software, L.L.C. and
MoneyScape Holdings, Inc. (1)
2.1.1 Amendment No. 1 to the Asset Purchase Agreement,
dated November 10, 2000, by and among Netzee, Inc.,
John H. Harland Company, Concentrex Incorporated,
Meca Software, L.L.C. and MoneyScape Holdings, Inc.
4.1 Registration Rights Agreement, dated November 10,
2000 by and between Netzee, Inc. and John H. Harland
Company.
10.1 Promissory Note dated September 29, 2000, from
Netzee, Inc., as maker, to John H. Harland Company,
as payee, in the principal amount of $5,000,000. (1)
99.1 Press Release dated November 10, 2000.
* Certain schedules and exhibits to this exhibit have been omitted in
accordance with the rules of the Securities and Exchange Commission.
Netzee, Inc. agrees to furnish supplementally a copy of any such
omitted schedule or exhibit to the Securities and Exchange Commission
upon request.
(1) Previously filed as an exhibit to Netzee, Inc.'s Form 10-Q for
the quarter ended September 30, 2000 as filed with the
Securities and Exchange Commission on November 14, 2000, and
hereby incorporated by reference herein.
