UNITED STATES
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: November 29, 1999
PREMIS CORPORATION
(Exact name of registrant as specified in its charter)
Commission File No. 0-12196
Minnesota 41-1424202
(State or other jurisdiction of incorporation) (IRS Employer Identification
No.)
13220 County Road 6, Plymouth, Minnesota 55441
(Address of principal executive offices) (Zip Code)
(612) 550-1999
(Registrant's telephone number)
Not Applicable
(Former name,former address and former fiscal year,if changed since last
report)
Item 2. Acquisition or Disposition of Assets
On November 17, 1999, pursuant to a stock purchase agreement entered
into on April 20, 1999 (as amended), Premis Corporation ("Premis" or the
"Company") sold all of the issued and outstanding capital stock of its
wholly-owned subsidiary, Premis Systems Canada Incorporated ("PSC"), a Nova
Scotia corporation, to ACA Group Canada Inc., a Nova Scotia corporation. The
purchase price for the capital stock of PSC was $1,000,000 in cash and the
assumption of $1,607,045 in liabilities of Premis.
Item 7. Financial Statements and Exhibits
(a) Not Applicable.
(b) Pro forma financial information filed as part of this report:
On November 17, 1999, the Company completed the sale of PSC. PSC was primarily
engaged in the development and marketing of a proprietary software product
known as OpenEnterprise.
The following unaudited pro forma consolidated income statements reflect the
pro forma results of the Company as if the transaction had been completed on
April 1, 1998. These statements should be read in conjunction with the
unaudited consolidated financial statements and notes thereto included in the
Company's Quarterly Report on Form 10-QSB for the period ended September 30,
1999 and the audited consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended March
31, 1999. The pro forma information may not be indicative of what the
financial condition or results of operations of the Company would have been had
the sale been completed on the dates assumed, nor is such information
necessarily indicative of the future financial condition of the Company.
PREMIS CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED INCOME STATEMENT
Six Months Ended September 30, 1999
(Unaudited)
(in thousands, except per share data)
Six Months Ending Six Months Ending
September 30, 1999 September 30, 1998
Premis Pro Forma Premis Pro Forma
Corporation Without Corporation Without
Historical PREMIS Historical PREMIS
Systems Systems
Canada Canada
TOTAL REVENUE $ 3,468 $ 268 $ 4,327 $ 457
OPERATING EXPENSES
Cost of revenues 78 78 364 196
Selling, general and
administrative 258 189 1,085 624
Research and Development 1,112 177
________ ________ ________ ________
Total 335 267 2,561 997
OPERATING PROFIT 3,132 1 1,767 (540)
OTHER INCOME
Interest Income (Expense) 54 79 9 22
Other Income (Loss) 226 221 (26) 12
________ ________ ________ ________
INCOME BEFORE INCOME TAXES 3,412 300 1,750 (506)
PROVISION FOR INCOME TAXES 313 58 (4)
________ ________ ________ ________
NET INCOME $ 3,099 $ 241 $ 1,754 $ (506)
NET INCOME PER SHARE $ .62 $ .05 $ .37 ($ .11)
See Notes to Pro Forma Consolidated Income Statements.
NOTES TO PRO FORMA CONSOLIDATED INCOME STATEMENTS
1. Basis of Presentation - The Pro Forma Consolidated Income Statements
assume that the sale of PSC, as described in Item 2 of this Report on Form 8-K,
occurred as of April 1, 1998.
2. Pro Forma Adjustments:
I. Reflects the elimination of PSC business historical results of
operations, as previously included in the Company's consolidated statements of
income.
II. Reflects additional investment income that would have been earned by
the Company from the investment of the proceeds from the sale of PSC.
III. Reflects the tax effects related to the elimination of PSC historical
results of operations. For the six months ended September 30, 1999, the
effective tax rate used is the statutory rate of 35%. Also reflects the tax
effects of the additional investment income that would have been earned by the
Company
PREMIS CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1999
(Unaudited)
(in thousands)
PREMIS PREMIS
Corporation Pro Forma Corporation
Historical Adjustments Pro Forma
CURRENT ASSETS
Cash and cash equivalents $ 5,769 $ 995 $ 6,519
Accounts receivable 42 42
Refundable income taxes 249 249
Prepaids and other assests 64 64
________ ________ ________
Total current assets 6,124 995 6,874
Property and equipment, net 29 29
________ ________ ________
TOTAL ASSETS $ 6,153 $ 995 $ 6,904
CURRENT LIABILITIES 711 (331) 380
SHAREHOLDERS' EQUITY
Common Stock 50 50
Additional paid in capital 9,635 9,635
Stock subscription receivable (51) (51)
Accumulated deficiti (4,450) 1,340 (3,111)
Cumulative translation adjustment 258 (258)
________ ________ ________
Total shareholders' equity $ 5,442 $ 1,082 $ 6,523
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 6,153 751 $ 6,904
See Notes to Pro Forma Condensed Consolidated Balance Sheet.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
1. Basis of Presentation - The Pro Forma Condensed Consolidated Balance
Sheet assumes that the sale of PSC, as described in Item 2 of this Report on
Form 8-K, occurred on September 30, 1999.
2. Pro Forma Adjustments:
I. Reflects the sale of the Company's equity interest in PSC and the
assumption of certain Premis liabilities by the purchaser, as well as all costs
resulting from the sale. Cash consideration received is shown prior to any
related transaction costs, as such costs are assumed to be paid subsequent to
the sale date.
(c) The following exhibit is filed as a part of this report:
Exhibit No. Description Method of Filing
10.2 Stock Purchase Agreement made as Incorporated by reference to
of April 20, 1999 among Premis Exhibit 10.2 filed as a part
Corporation and ACA Facilitair BV, of the registrant's report on
a Netherlands corporation. Form 10-KSB for the fiscal
year ended March 31, 1999
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.
Dated: November 29, 1999 PREMIS CORPORATION
/S/ F. T. Biermeier .
President, CEO and
Chief Financial Officer
