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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) September 6, 2000
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GENESIS WORLDWIDE INC.
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(Exact name of registrant as specified in its charter)
OHIO 1-1997 34-4307810
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification
Number)
2600 Kettering Tower, Dayton, Ohio 45423
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (937) 910-9300
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(Former name or address, if changed since last report)
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Item 5. Other Event.
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On September 5, 2000, Genesis Worldwide Inc. completed a settlement of
certain issues that had arisen in connection with its purchase of the Herr Voss
companies pursuant to the Stock Purchase Agreement dated May 13, 1999 among
Genesis and the Selling Stockholders listed in such agreement (the "Stock
Purchase Agreement"). The terms of the settlement are set forth in an Agreement,
dated August 29, 2000, among Genesis, the Selling Stockholders, Three Cities
Research, Inc. ("TCR"). A copy of the Agreement is included as Exhibit 10.1 to
this Report.
Pursuant to the Agreement, the following action was taken:
(1) Mutual releases were entered into among the parties with
respect to certain representations and warranties in the Stock Purchase
Agreement;
(2) A $325,000 cash payment was made to Genesis to cover costs
incurred by Genesis in connection with certain litigation and workers
compensation matters for which the Selling Stockholders retained
responsibility and to cover certain taxes incurred prior to Genesis'
purchase of the Herr Voss companies;
(3) The 12% Junior Subordinated Note in the principal amount
of $15,000,000 issued by Genesis on June 30, 1999 in connection with
the Stock Purchase Agreement was modified as follows:
(a) The principal amount of the note was reduced to
$11,947,541;
(b) The applicable interest rate was reduced to 9%
for the period from July 1, 2000 through December 31, 2001;
and
(c) The interest payments due on September 30, 2000,
December 31, 2000 and March 31, 2001 are not paid in cash but
added to the principal amount of the note and payable at
maturity.
A new note reflecting the above terms was issued in replacement of the
original note issued on June 30, 1999. A copy of the new note is
included as Exhibit 4.1 to this Report.
(4) The 500,000 common shares of Genesis issued to the Selling
Stockholders on June 30, 1999 in connection with the Stock Purchase
Agreement were returned to Genesis.
(5) The rights of the Selling Stockholders to earn additional
warrants to purchase common shares of Genesis beginning June 30, 2000
were terminated.
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SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
GENESIS WORLDWIDE INC.
Date: September 6, 2000
/s/ Richard E. Clemens
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Richard E. Clemens
President and Chief Executive Officer
INDEX TO EXHIBITS
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(4) INSTRUMENT DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
DEBENTURES:
4.1 Genesis Worldwide Inc. 12% Junior Subordinated Note As
Restated in the principal amount of $11,947,541.
(10) MATERIAL CONTRACT:
10.1 Agreement, dated August 29,2000, among Genesis Worldwide Inc.,
the Selling Stockholders named therein, and Three Cities
Research, Inc. as Stockholders Representative.
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