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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: DECEMBER 19, 2000
(Date of earliest event reported)
VERSO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA COMMISSION FILE NO. 0-22190 41-1484525
(State of incorporation) (IRS Employer I.D. No.)
400 GALLERIA PARKWAY
SUITE 300
ATLANTA, GA 30339
(Address of principal executive offices)
(770) 612-3500
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 19, 2000, Verso Technologies, Inc. ("Verso") completed the
sale of its domestic lodging business and international hospitality business
(the "Sale Transaction") pursuant to the terms of that certain Agreement for the
Purchase and Sale of Assets by and among Verso, Eltrax Hospitality Group,
Inc.("EHGI") and AremisSoft Corporation (the "Purchaser", and together with its
subsidiaries and affiliates, the "Purchaser Companies") dated as of September
28, 2000, as amended by letter dated October 18, 2000 and letter dated November
22, 2000 (as so amended, the "Agreement").
Pursuant to the Agreement, Verso sold and assigned, and the Purchaser
Companies purchased and assumed, the operating assets and the operating
liabilities of EHGI and Eltrax International, Inc. ("Eltrax International"),
Verso's two hospitality subsidiaries. The Sale Transaction was consummated in a
series of interrelated asset dispositions pursuant to separate asset acquisition
agreements as contemplated by the Agreement with each of the following
subsidiaries of Eltrax International: Eltrax Pty Ltd., Eltrax Group, Inc.,
Eltrax Systems Pty Limited., Eltrax Systems Sdn. Bhd., Eltrax Systems
Scandinavia AS, Eltrax Systems Pte Ltd., Eltrax Holdings AG, Eltrax AG, and
Eltrax Hospitality UK Ltd.
The Purchaser Companies paid Verso $10 million cash in consideration of
the Sale Transaction and assumed the operating liabilities of EHGI and Eltrax
International. The consideration paid to Verso by the Purchaser Companies was
determined as a result of negotiations between Verso and the Purchaser
Companies. Prior to the Sale Transaction, neither Verso nor any of its
affiliates, directors or officers, nor any associate of any such director or
officer, had any relationship with the Purchaser Companies.
The Sale Transaction does not include the restaurant solutions business
of Squirrel Systems, Inc. or the energy management solutions business of
Senercomm, Inc., both of which are part of Verso's hospitality business segment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
All required pro forma financial information will be filed by amendment to this
Report not later than sixty (60) days after the due date of this Report.
(c) Exhibits.
The exhibits filed herewith are shown on the Exhibit Index attached hereto and
incorporated herein.
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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.
VERSO TECHNOLOGIES, INC.,
a Minnesota corporation
Dated December 29, 2000 By: /s/ Juliet M. Reising
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Juliet M. Reising
Its: Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit Manner
Number Description Filed
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2.1 Agreement for the Purchase and Sale of Assets between AremisSoft Incorporated by
Corporation, the Registrant and Eltrax Hospitality Group, Inc. dated reference to Exhibit
as of September 28, 2000 (the "AremisSoft Agreement"). (Exhibits and 10.16 to Verso's
schedules to the AremisSoft Agreement have been omitted; Verso From 10-Q for the
agrees to furnish supplementally to the Commission, upon request, a Quarter ended
copy of these exhibits and schedules). September 30,
2000
2.2 Letter amending the AremisSoft Agreement dated October 18, 2000. Filed herewith
(Exhibits and schedules to the letter have been omitted; Verso agrees
to furnish supplementally to the Commission, upon request, a copy of
these exhibits and schedules).
2.3 Letter amending the AremisSoft Agreement dated November 22, 2000. Filed herewith
(Exhibits and schedules to the letter have been omitted; Verso agrees
to furnish supplementally to the Commission, upon request, a copy of
these exhibits and schedules).
2.4 Form of Agreement between AremisSoft Norway AS and Eltrax Systems Incorporated by
Scandinavia AS. reference to Exhibit
10.20 to Current Report
on Form 8-K dated
December 19, 2000 of
AremisSoft
Corporation/DE/File no.
7372 ("AremisSoft 8-K")
2.5 Form of Agreement between AremisSoft, AremisSoft Hospitality Incorporated by
(Switzerland) GmbH, Verso, Eltrax AG, and Eltrax Holdings AG. reference to Exhibit
10.21 to AremisSoft 8-K
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2.6 Form of Agreement between AremisSoft, AremisSoft Australia Pty Incorporated by
Limited, Verso, Eltrax Systems Pty Ltd, and Eltrax International reference to Exhibit
Group, Inc. 10.22 to AremisSoft 8-K
2.7 Form of Agreement between AremisSoft, AremisSoft Hospitality (UK) Incorporated by
Limited, Verso, and Eltrax Hospitality UK Ltd reference to Exhibit
10.23 to AremisSoft 8-K
2.8 Form of Agreement between AremisSoft, Impact Level (M) Sdn. Bhd., Incorporated by
Verso, Eltrax Systems Sdn. Bhd., and Eltrax International Inc. reference to Exhibit
10.24 to AremisSoft 8-K
2.9 Form of Agreement between AremisSoft Hospitality Group (US), Inc., Incorporated by
Verso, and Eltrax Group, Inc. reference to Exhibit
10.25 to AremisSoft 8-K
2.10 Form of Agreement between AremisSoft, AremisSoft (HK) Corporation Incorporated by
Limited, Verso, Eltrax Systems Pty Limited, and Eltrax International reference to Exhibit
Inc. 10.26 to AremisSoft 8-K
2.11 Form of Agreement between AremisSoft, Latin America One Pte Ltd, Incorporated by
Verso, and Eltrax Systems Pte Ltd. reference to Exhibit
10.27 to AremisSoft 8-K
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