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U.S. 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): June 30, 2000
EPICEDGE, INC.
(Exact Name of Registrant as Specified in Charter)
Texas
(State or Other Jurisdiction of
Incorporation or Organization)
0-9129 75-1657943
(Commission File Number) (I.R.S. Employer Identification No.)
3200 Wilcrest, Suite 370, Houston, Texas 77042
(Address of principal executive offices including zip code)
(713) 784-2374
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective June 1, 2000 with a closing date of June 30, 2000, EpicEdge, Inc.
acquired all of the issued and outstanding stock of IPS Associates, Inc., a
project management firm, in an arms-length transaction between the company and
the stockholders of IPS. The consideration for the acquisition was: (1)
1,472,585 shares of company common stock, (2) $3,000,000, and (3) the conversion
of IPS outstanding options into options to purchase 1,082,060 shares of company
common stock. Certain key employees of IPS entered into employment agreements
with the company, which terminate in June 2003, and include a non-compete
provision for the terms of the agreements and one year thereafter. However, the
Company can provide no assurance the non-compete provisions will be enforceable.
This transaction has been accounted for in accordance with the purchase method
of accounting. The acquisition of IPS has been deemed "significant,"
accordingly, separate historical and pro forma financial statements will be
filed by amendment no later than seventy-five days after the consummation of the
acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The appropriate financial statements will be filed by amendment with the
Securities and Exchange Commission no later than seventy-five days after the
consummation of the acquisition.
(b) Pro Forma Financial Information.
The appropriate pro forma financial information relating to the acquisition
will be filed by amendment with the Securities and Exchange Commission no later
than seventy-five days after the consummation of the acquisition.
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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 hereunto duly authorized.
EPICEDGE, INC.
By: /s/ Paul Ruiz
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Paul Ruiz
Chief Financial Officer, Principal
Financial and Accounting Officer
DATE: July 14, 2000
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EXHIBITS
Exhibit No. Page
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2.1 Agreement and Plan of Merger by and among EpicEdge, Inc.,
EDG Acquisition Corporation, IPS Associates, Inc., and
its stockholders............................................. A-1
2.2 Amendment to the Agreement and Plan of Merger................ A-2
