SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) February 22, 2000
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AUTHORISZOR INC.
(Exact name of registrant as specified in charter)
Delaware 33-28562 75-2661571
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1 Justin Road
Natick, Massachusetts 01760-5565
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (508) 650-3916
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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 January 27, 2000, Authoriszor Holdings Limited ("AHL"), a wholly
owned subsidiary of Authoriszor Inc. (the "Company"), entered into an agreement
(the "WRDC Agreement") pursuant to which AHL agreed to subscribe for 25.1% of
the outstanding stock of WRDC Limited, a company organized pursuant to United
Kingdom law ("WRDC") for an aggregate subscription price of $604,800. The
consummation of the transactions contemplated by the WRDC Agreement was
conditioned upon the completion of the Company's proposed financing pursuant to
Regulation S of the Securities Act of 1933, as amended (the "Act") prior to
April 30, 2000.
Subsequent to completion of the Company's placement (the "Placement")
of 2,727,273 shares (the "Placing Shares") of the common stock, par value $.01
per share (the "Common Stock"), the Company, through AHL, acquired 25.1% of the
stock of WRDC on February 22, 2000 for an aggregate subscription price as set
forth above. In addition, on making the subscription, the Company made a loan in
the principal amount of $195,200 to WRDC, repayable (with interest at the rate
of 6% per annum) over a five year period beginning on the second anniversary
date of the first drawdown. The Company has converted the terms of the existing
interest free loan to WRDC in the principal amount of $160,800 to similar terms.
The WRDC Agreement contains the terms of an option pursuant to which AHL has the
right to acquire the remaining 74.9% of the issued share capital of WRDC after
October 31, 2001, at a price based on the revenue and profits of WRDC for the
previous accounting period at the relevant time. Pursuant to the WRDC Agreement,
AHL has the right to appoint one member of the board of directors of WRDC. The
nominee must be satisfactory to the shareholders of WRDC and such satisfaction
cannot be unreasonably withheld. Ian McNeill, Chairman of Authoriszor Limited,
has been appointed to the board of directors of WRDC as AHL's nominee. The WRDC
Agreement restricts WRDC from taking certain significant actions, including
without limitation, the creation, allotment or issuance of any shares or other
securities of WRDC, acquiring any share capital of any other entity, or
otherwise in any way altering, changing or modifying the share capital of WRDC
as contemplated by the WRDC Agreement without the consent of AHL and the current
shareholders of WRDC.
WRDC offers professional services in information technology focused on
core technologies of messaging, directories, network security and data
communications. Technology underpins all WRDC projects, ranging from strategic
and operational consultancy, through the design and implementation of systems
integration projects, to the provision of fully managed information technology
services.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired. The audited financial
statements of WRDC required by this Item 7(a) are not yet available. The Company
expects that the audited financial statements of WRDC will be completed and
filed by amendment to this Form 8-K Current Report within 75 days after the date
of this Form 8-K Current Report.
(b) Pro Forma Financial Information. The pro forma financial statements
of the Company required by this Item 7(b) are not yet available. The Company
expects that the pro forma financial statements will be completed and filed by
amendment to this Form 8-K Current Report not later than 75 days after the date
of this Form 8-K Current Report.
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(c) Exhibits
2.1* Deed of Covenant, dated as of February 22, 2000, by and among Authoriszor
Holdings Limited, WRDC Limited and certain persons named in Schedule 1 to
the Deed.. (Exhibit 10.11)
4.1* Shareholder Agreement, dated as of January 27, 2000, by and among
Authoriszor Holdings Limited, WRDC Limited and the shareholders of WRDC and
the Company. (Exhibit 10.12)
99.1*Letter Agreement, dated February 22, 2000, by and between Authoriszor
Limited Holdings and WRDC Limited regarding credit facility. (Exhibit
10.13)
99.2*Letter Agreement, dated February 22, 2000, by and between Authoriszor
Limited Holdings and WRDC Limited regarding credit facility. (Exhibit
10.14)
* Incorporated by reference to the exhibit shown in parenthesis included in
the Company's Quarterly Report on Form 10-QSB, filed by the Company with
the Securities and Exchange Commission on February 22, 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 hereunto duly authorized.
Authoriszor Inc.
(Registrant)
Date: March 8, 2000 By: /s/ Richard A. Langevin
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Richard A. Langevin
President and Chief Executive Officer
(Principal Executive Officer)
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