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
SEPTEMBER 29 , 1999
Date of Report (Date of earliest event reported)
VERAMARK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-13898 16-1192368
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File No.) Identification No.)
3750 MONROE AVENUE, PITTSFORD, NEW YORK 14534
(Address of principal executive offices and zip code)
(716) 381-6000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Veramark Technologies, Inc.(NASDAQ: VERA) announced that it has
entered into a letter of intent to acquire The Angeles Group, Inc., a
supplier of enterprise software solutions addressing the major
telemanagement issues faced by large corporations, governmental agencies,
utilities, and health care providers. The transaction is expected to be
structured as a stock for stock merger with the shareholders of The Angeles
Group, Inc. receiving 660,000 shares of Veramark Common Stock. Attached as
Exhibit 99.1 is a press release issued by Veramark Technologies, Inc. and
The Angeles Group, Inc. dated October 19, 1999, which is incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Not applicable.
(b) Not Applicable.
(c) Exhibits.
99.1 Press Release, dated October 19, 1999.
SIGNATURES
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.
VERAMARK TECHNOLOGIES, INC.
Dated: October 19, 1999 By: /s/ Robert L. Boxer
Robert L. Boxer
Vice President
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Exhibit 99.1
FOR IMMEDIATE RELEASE
VERAMARK TO ACQUIRE THE ANGELES GROUP
Industry Leader in High Performance Enterprise Telemanagement, Carrier Bill
Reconciliation & Cable Management Solutions
Pittsford, NY and Westlake Village, CA - October 19, 1999. Veramark
Technologies, Inc. (Nasdaq:VERA) and The Angeles Group, Inc. today jointly
announced that they have entered into a letter of intent in which Veramark will
acquire through a merger, The Angeles Group, a privately held developer and
marketer of high-end, enterprise telemanagement software. The Angeles Group
stockholders will receive 660,000 shares of Veramark common stock in
consideration. In addition, Veramark will assume debt and other obligations of
The Angeles Group totaling $1.93 million.
The companies expect the transaction to be completed in November of 1999. The
merger, on a pooling of interests basis, is expected to be immediately
accretive to Veramark on an operational basis and would therefore contribute
positively to earnings per share for the fourth quarter, prior to one-time
transactional costs, and for the year ending December 31 1999, and future
years.
Based in Westlake Village, California, The Angeles Group supplies enterprise
software solutions addressing the major telemanagement issues faced by large
corporations, governmental agencies, utilities, and health care providers. The
Angeles Group's Quantum product features integrated modules with full
capability for call accounting, directory, bill reconciliation, cable
management, inventory and intruder alert capabilities. Quantum users include
IBM, Sears, Bank of Montreal, American Express, Lucas Films, National
Basketball Association, McDonalds Corporation, USAA, the US Departments of
Energy and Agriculture, the State of Mississippi, and the Henry Ford Health
Systems. Quantum runs on Windows NT client/server platforms.
The Angeles Group had revenues of $5.6 million and net income before tax of
$502,000 during the past 12 months. Sales of the Quantum product are made
primarily through a direct sales force to end users. Quantum is also
distributed by Ameritech and Southwestern Bell.
David G. Mazzella, Veramark President and CEO, commented, "This acquisition
strengthens Veramark in several material respects. The Angeles Group and the
Quantum product have outstanding reputations for quality and dependability.
Quantum also extends Veramark's telemanagement product line by adding features
such as bill reconciliation and integrated cable management. The Angeles
Group's premier list of end user customers and distributors will also
materially broaden Veramark's customer base. Very importantly, The Angeles
Group brings to Veramark a talented team, experienced in the telemanagement
business and a proven direct sales capability."
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Mr. Mazzella added, "We plan to continue to strengthen the product lines of
both companies. Veramark's Emerald CAS and Telecommunications Management
Systems and The Angeles Group's Quantum product address different customers and
distribution channels. We see an opportunity to better serve customers of both
companies through this merger."
Richard Elzinga, President of The Angeles Group, and Tim Stassi, Vice President
of Sales and Marketing, who founded The Angeles Group 18 years ago, will join
Veramark in senior management positions. Mr. Elzinga commented, "We are very
pleased to be joining the Veramark team and the marketing, technological,
financial and management strength they represent. I believe we can, together,
more quickly and decisively accomplish our goals and be the technology and
marketing leader across the entire telemanagement market. We are excited about
the fast growth demonstrated by Veramark, how closely our development
strategies complement each other and the role The Angeles Group can play in
Veramark's future success."
Veramark Technologies, Inc. is engaged in the design, production and servicing
of telecommunications management and billing systems for users and providers of
telecommunications services in the global market.
More information on The Angeles Group can be obtained at www.angelesgroup.com.
The forward looking statements contained in this release are estimates by the
Company's management of future performance and are subject to a variety of
risks and uncertainties that could cause actual results to differ materially
from management's current expectations.
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