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 (Date of earliest event reported): December 14, 1999
STRATEGIA CORPORATION
(Exact name of registrant as specified in its charter)
Kentucky 0-21662 61-1064606
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
P. O. Box 37144
Louisville, Kentucky 40233-7144
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502) 426-3434
(Former name or former address, if changed since last report.)
Item 5. Other Events
On December 14, 1999, Strategia Corporation announced that the Company's Board
of Directors had approved a plan to exit its two remaining revenue generating
lines of business and that the Board is investigating a number of strategic
alternatives for the Company. The Company also stated that it expects to
record a significant charge to earnings during the fourth quarter to cover the
impairment in value of certain assets and other costs resulting from these
actions.
The Company also announced that the Board of Directors has approved a stock
repurchase program. Under the stock repurchase program, the Company may
repurchase from time to time on the open market and in negotiated private
transactions over the next six months up to ten percent of its outstanding
shares of common stock. As of December 14, 1999, the Company had 4,667,677
shares outstanding.
The press release dated December 14, 1999, announcing these actions is
included as Exhibit 99 to this Form 8-K and is incorporated herein by this
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
Exhibit 99.1 - Press Release dated December 14, 1999.
SIGNATURES
In accordance with 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.
STRATEGIA CORPORATION
December 21, 1999 /s/ Paul E. Phillips, Jr.
Date Paul E. Philliips, Jr.
Vice President & Chief
Financial Officer
Exhibit 99.1
Strategia Corporation Announces Strategic Actions
December 14, 1999 - Louisville, KY - Strategia Corporation (SAA:AMEX) today
announced that the Board of Directors has approved a plan to exit its two
remaining revenue generating lines of business, Information Technology
Consulting Services and Disaster Recovery Services. Strategia recently exited
its other revenue generating lines of business through the completed sale of
its French subsidiaries, which had provided approximately 45% of its 1998
fiscal year revenues. The Board is investigating a number of strategic
alternatives for the Company.
The Company also announced that the Board of Directors has approved a stock
repurchase program. Under the stock repurchase program, as market conditions
warrant the Company may purchase from time to time on the open market and in
negotiated private transactions over the next six months up to ten percent of
its outstanding shares of common stock. The Company currently has 4,667,677
shares outstanding.
Strategia's U.S. operations have focused on providing Information Technology
Consulting services in recent years, generating 92% of its U.S. revenues for
the nine months ended September 30, 1999. However, these services have been
predominantly in the Year 2000 sector and the market for these services will
expire shortly. The Company's Disaster Recovery back-up services business
has declined over time and represents only a small fraction of the Company's
revenues.
The Company will immediately begin to significantly reduce its staff and exit
both the Disaster Recovery services and Information Technology Consulting
services businesses. The Company intends to retain sufficient staff to
assist its Year 2000 customers with any problems that might arise in the next
few weeks during the century date rollover. The Company expects to record a
significant charge to earnings during the fourth quarter to cover the
impairment in value of certain assets and other costs resulting from these
actions. The amount of this charge has not yet been determined.
Several comments set forth above are forward looking statements. Management
cautions that all statements as to future results of operations and financial
condition of the Company are subject to risks, uncertainties, and events that
may be beyond the control of Strategia, and no assurance can be given that
such results will be achieved. Potential risks and uncertainties include the
ability to complete contractual obligations and exit existing businesses at a
reasonable cost, the ability to redirect the Company's assets to a profitable
new line of business within a reasonable time frame, and the ability to retain
certain key personnel during this transition period.
Contact: Murdock Capital Partners Corp.
(212) 421-2545
Thomas M. Dean
Luis J. Mejia
