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
JANUARY 7, 2000
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 2. ACQUISITION OR DISPOSITION OF ASSETS
Veramark Technologies, Inc. (NASDAQ: VERA) previously reported in its
Form 8-K dated October 20, 1999 that it had entered into a letter of intent
to acquire The Angeles Group, Inc. ("TAG"), a supplier of enterprise
software solutions addressing the major telemanagement issues faced by
large corporations, governmental agencies, utilities, and health care
providers.
On January 7, 2000, the merger of TAG with and into Veramark was
consummated. TAG will be operated as a division of Veramark. The
transaction was structured as a stock for stock merger with the
shareholders of TAG receiving 360,850 shares of Veramark common stock,
which represents an aggregate value of approximately $4,059,562, assuming a
price per share of Veramark common stock of $11.25. In addition, Veramark
assumed and paid debt of TAG totaling approximately $1.1 million and
transaction related broker, accounting, and legal fees of approximately
$600,000 were paid in cash out of working capital.
TAG's most significant product, the Quantum Series, is a comprehensive
telemanagement software system for large enterprises. The Quantum Series
features integrated modules with full capability for call accounting,
directory, bill reconciliation, cable management, inventory and PBX
intruder alert capabilities. The TAG assets acquired by Veramark in the
merger are used in connection with the development, sale and service of
enterprise software solutions. Veramark intends to continue to use the
assets for such purpose.
TAG was not affiliated with Veramark, any director or officer of
Veramark or any associate of any such director or officer prior to the
merger.
Some of the information included in or incorporated by reference in
this Form 8-K may contain forward looking statements which 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. The success of
integrating TAG and its product line with Veramark's operations, together
with the achievement of product development goals and on-going customer
support will affect such results.
Attached as Exhibit 99.1 is a press release issued by Veramark
Technologies, Inc. and The Angeles Group, Inc., dated January 10, 2000,
which is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial statements for the business acquired and noted in Item 2
are not available at this time and will be filed by amendment as
soon as practicable, but not later than 60 days from the date this
Form 8-K must be filed.
(b) Pro forma financial statements of Veramark reflecting the business
acquired and noted in Item 2 are not available at this time and
will be filed by amendment as soon as practicable, but not later
than 60 days from the date this Form 8-K must be filed.
(c) Exhibits.
99.1 Press Release, dated January 10, 2000.
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: January 10, 2000 By: /S/ DAVID G. MAZZELLA
David G. Mazzella
President and Chief Executive Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
VERAMARK AND THE ANGELES GROUP COMPLETE MERGER
Pittsford, NY - January 10, 2000. Veramark Technologies, Inc. (Nasdaq:VERA)
announced the completion of its merger with The Angeles Group, Inc., effective
today. The Angeles Group will be operated as a division of Veramark.
The Angeles Group had revenues in 1999 of approximately $5.3 million.
Veramark's revenues in 1999 (exclusive of The Angeles Group) were approximately
$24 million. The merger will be accounted for on a pooling of interests basis
effective January 1, 2000. In consideration for the merger, shareholders of
The Angeles Group were issued 360,850 shares of Veramark common stock. In
addition, Veramark has assumed debt and merger related expenses of The Angeles
Group totaling approximately $1.7 million.
The Angeles Group flagship product, the Quantum Series, is a comprehensive
telemanagement software system for large enterprises. The Quantum Series
features integrated modules with full capability for call accounting,
directory, bill reconciliation, cable management, inventory and PBX 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.
Commenting on the merger, David G. Mazzella, Veramark President and CEO, said,
"We are excited to complete this merger and to add the very capable Angeles
Group professionals to the Veramark team. We have begun implementing our plan
to rapidly realize the benefits of integrating The Angeles Group with Veramark.
We foresee significant opportunities for cross selling of products and sharing
technology. We also intend to quickly expand The Angeles Group direct sales
force."
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.
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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