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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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): September 29, 2000
VERSO TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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Minnesota 0-22190 41-1484525
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification Number)
400 Galleria Parkway, Suite 300
Atlanta, Georgia 30339
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (770) 612-3500
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Eltrax Systems, Inc.
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(Former name or former address, if changed since last report
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 2, 2000, Verso Technologies, Inc. ("Verso") announced that
it had consummated on September 29, 2000 the business combination with Cereus
Technology, Inc. ("Cereus") contemplated by that certain Second Amended and
Restated Agreement and Plan of Merger dated July 27, 2000 (the "Merger
Agreement"), by and between Verso (formerly known as Eltrax Systems, Inc.),
Cereus, and Solemn Acquisition Corporation, a wholly-owned subsidiary of Verso
("Merger Sub"), pursuant to which, among other things, Merger Sub merged with
and into Cereus with Cereus thereupon becoming a wholly-owned subsidiary of
Verso (the "Merger").
As a result of the Merger, each outstanding share of Cereus common
stock, $.01 par value per share, was converted into the right to receive 1.75
shares of Verso common stock, $.01 par value per share.
The Merger will be accounted for as a purchase.
The foregoing description of the Merger and the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement appearing in the
Joint Proxy Statement/Prospectus dated August 30, 2000 constituting a part of
the Registration Statement on Form S-4/A (No. 333-43224) filed by Verso with the
Securities and Exchange Commission on August 29, 2000 (the "Registration
Statement").
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)-(b) Financial Statements and Pro Forma Financial Information. All
required financial statements and pro forma financial
information have been filed with the Securities and Exchange
Commission as part of the Registration Statement.
(c) Exhibits.
2.1 Second Amended and Restated Agreement and Plan of Merger,
dated as of July 27, 2000, among Verso, Cereus and Merger Sub
(incorporated by reference to Appendix A to the Joint Proxy
Statement/Prospectus included in the Registration Statement).
3.1 Amendment of Articles of Incorporation of Registrant
99.1 Press release dated October 2, 2000.
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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 thereunto duly authorized.
VERSO TECHNOLOGIES, INC.
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(Registrant)
Date: October 2, 2000 /s/ Juliet M. Reising
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Juliet M. Reising
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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2.1 Second Amended and Restated Agreement and Plan of Merger, dated as of
July 27, 2000, among Verso, Cereus and Merger Sub (incorporated by
reference to Appendix A to the Joint Proxy Statement/Prospectus
included in the Registration Statement).
3.1 Amendment of Articles of Incorporation of Registrant.
99.2 Press release dated October 2, 2000.
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