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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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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 21, 2000
eLOT, Inc.
(Exact name of registrant as specified in its charter)
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Virginia 0-11551 86-0449210
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
301 Merritt 7 Corporate Park, Norwalk, Connecticut 06851
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (203) 840-8600
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Item 2. Disposition of Assets.
On July 21, 2000, eLOT, Inc. (the Registrant) sold most of the assets of its
Healthcare Communications Division to Grinnell Corporation and ADT Services AG.
The consideration for the transferred assets was $5 million in cash, an
additional $1 million to be paid in 90 days subject to closing adjustments based
on the July 21, 2000 balance sheet of the business acquired, and the assumption
of certain liabilities of the business, principally customer and distributor
contracts, leases, trade payables and employee severance obligations incurred in
connection with the acquisition.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information
The sale of the Healthcare Communications Division ("Division") represents a
material event. The Division has been accounted for as a discontinued operation
in the historical consolidated financial statements of eLOT, Inc. beginning in
the fourth quarter of 1999. Accordingly, the Registrant's historical
Consolidated Statement of Operations fully reflects the disposition of the
Division for pro forma purposes for all periods presented. The pro forma impact
of this disposition on the Registrant's March 31, 2000 Consolidated Balance
Sheet can be explained as follows:
- Cash and Cash equivalents would be increased by $6 million to reflect the
receipt of the cash proceeds from the sale.
- Net assets of discontinued operations would be decreased by $9.5 million
from $17.0 million to $7.5 million to reflect the removal of the net assets
of the Division from the Balance Sheet as a result of the sale.
- Accumulated Deficit would be increased by $3.5 million from $22.6 million
to $26.1 million to reflect the additional loss realized upon the sale of
the Division.
(c) Exhibits
(1) Asset Purchase Agreement by and among eLOT, Inc., Grinnell Corporation and
ADT Services AG, dated as of July 21, 2000. Filed herewith.
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 hereunto duly authorized.
eLOT, INC.
August 4, 2000 By: /s/ David J. Parcells
David J. Parcells, Vice President, Finance
and Chief Financial Officer
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