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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): July 31, 2000
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College Bound Student Alliance, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1416023
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(State or other jurisdiction (Commission (IRS Employee
of incorporation) file Number) Identification No.)
333 South Allison Parkway Suite 100, Lakewood, Colorado 80226
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 804-0155
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5275 DTC Parkway Suite 110, Englewood, Colorado 80111
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(Former name or former address, if changed since last report)
EXHIBIT INDEX APPEARS ON PAGE 4
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Item 2. Acquisition or Disposition of Assets.
(a) ACQUISITION INFORMATION.
On July 31, 2000, College Bound Student Alliance, Inc. ("we", "us" or
"our") acquired all of the issued and outstanding stock of College Resource
Management, Inc., a Delaware corporation based in Grand Prairie, Texas ("CRM")
from Scott G. Traynor, CRM's sole shareholder (Seller).
Upon acquiring all of the outstanding and issued stock of CRM, we acquired
control of the following assets: cash, accounts receivable, operations and
marketing methodologies and systems; software licenses; trademarks and
copyrights, leases of the real property where the business is located; office
furniture and equipment; customer lists; and goodwill. We also acquired
liabilities, other than notes payable, in the approximate amount of $200,000.
The final determination as to the assets and liabilities of CRM is subject to an
audit as described below.
The total value of consideration that we paid in order to complete the
acquisition was approximately $2.8 million in notes payable, two million
(2,000,000) shares of restricted common stock and acquisition costs. Based upon
CRM's unaudited financial statements that were provided to us in connection with
the acquisition, we believe that for the twelve months ending July 31, 2000, CRM
had approximately $6.7 million of net cash received from customers and cash
(before owner payments) from operations of approximately $1 million. We expect
an audit of CRM to be completed within 60 days.
The principle used to determine the consideration paid for CRM was a
multiple of the historical cash flows of CRM, and to a lesser extent the fair
value of assets acquired.
We intend to file an amendment to this Form 8-K within sixty (60) days of
the date of this report in order to file the audited financial statements of CRM
and related pro forma financial statements consistent with the SEC's rules and
regulations.
No cash was used in the acquisition other than the cost of professional
fees and out-of-pocket expenses.
There are no material relationships between the Seller and us or any of our
officers or directors.
(b) ASSETS AND PLANT.
As a result of the acquisition, we acquired control of the following assets
of CRM: cash, accounts receivable, operations and marketing methodologies and
systems; software licenses; trademarks and copyrights; leases of the real
property where the business is located; office furniture and equipment; customer
lists; and goodwill.
CRM's assists students in all high school grade levels to pursue their
future educational goals. CRM extensively markets its services
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through weekend workshops held around the nation. The focus of the workshops is
to provide insight into early planning for college selection, meeting college
admission criteria, and the financial aid process. CRM considers itself a
"co-source" to families along with the assistance of school guidance counselors.
CRM analyzes customers in five different areas. These include academic
ability, aptitude, interests, college preferences, and family income and assets.
With this data, CRM creates an Action Plan. Each Action Plan is unique and
specific to each student. CRM coaches are available 16 hours a day, Monday
through Friday, 52 weeks a year at a toll-free number to coach students/families
through all aspects of the admission and financial aid process.
We intend to continue to conduct essentially the same business as CRM was
conducting prior to the Acquisition with some minor changes in marketing
techniques. In addition, we have plans to expand the operations of CRM to
include introduction of our other products to CRM's client base and to merge the
complementary marketing functions of both companies.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following documents are filed as part of this Form 8-K.
(a) Financial Statements of Business Acquired. The financial statements of
College Resource Management, Inc. will be filed by amendment to this Form 8-K
within the sixty (60) day period provided for in Item 7 (a)(4) of Form 8-K.
(b) Pro Forma Financial Statements. The pro forma financial statements of
College Resource Management, Inc. will be filed by amendment to this Form 8-K
within the sixty (60) day period provided for in Item 7 (a)(4) of Form 8-K.
(c) EXHIBITS. See Exhibit Index on page 4.
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, thereto duly authorized.
College Bound Student Alliance, Inc.
Dated: August 2, 2000 By:
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Jerome M. Lapin
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Stock Purchase Agreement Dated July 31, 2000 (the "Agreement").
As allowed in Item 601 of Regulation S-K, some of the schedules
to the Agreement have not been filed herewith. A list of the
schedules to the Agreement is contained in the table of contents
of the Agreement. A list of the omitted schedules to the
Agreement is set forth as Exhibit 99.1. The Registrant hereby
agrees to furnish a copy to the Commission of any omitted
schedule upon request.
99.1 Omitted Schedule List
99.2 Press Release
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