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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) December 27, 1996
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New Horizons Worldwide, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-17840 22-2941704
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
500 Campus Drive, Morganville, New Jersey 07751
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (908) 536-8500
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Handex Corporation
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(Former Name or Former Address, if Changed Since Last Report.)
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Item 3. Acquisition or Disposition of Assets.
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On December 27, 1996, Handex Corporation (n/k/a/ New Horizons Worldwide,
Inc. - see Item 5 below) (the "Company") sold all of the issued and outstanding
shares of capital stock of Handex Environmental, Inc. ("Handex Environmental"),
one of the Company's wholly-owned subsidiaries, to ECB, Inc., a Florida
corporation, for aggregate consideration in the face amount of approximately
$30,511,000. A complete description of the nature of the consideration received
by the Company and the basis for its determination, as well as information
concerning ECB and selected pro forma financial information, is contained in the
Company's definitive Proxy Statement under the sections entitled "The Proposed
Sale of Handex Environmental - Background and Reasons for the Sale",
"-Description of the Agreement and the Sale" and "-Description of the Securities
to be Received by the Company" and "Certain Information Concerning ECB", filed
with the Commission on December 3, 1996, which sections are incorporated herein
by reference, the Stock Purchase Agreement dated November 4, 1996 (the "Stock
Purchase Agreement"), attached as Appendix A to the Company's definitive Proxy
Statement and included as an Exhibit to the Company's Form 10-Q Report filed
with the Commission for the period ending September 28, 1996 and to certain of
the Exhibits to the Stock Purchase Agreement included as exhibits to such Form
10-Q Report. As a result of this sale, the Company's ongoing operations will be
comprised solely of its educational business segment currently conducted by its
wholly-owned subsidiary, New Horizons Education Corporation, and its
subsidiaries.
Item 5. Other Events.
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On December 20, 1996, the Company's stockholders approved an amendment to
the Company's Amended Certificate of Incorporation, pursuant to which the
Company's corporate name would be changed to New Horizons Worldwide, Inc.,
subject to consummation of the transactions contemplated by the Stock Purchase
Agreement. As a result of the sale of Handex Environmental on December 27,
1996, the Company filed with the Secretary of State of Delaware on December 31,
1996 a Certificate of Amendment to the Company's Amended Certificate of
Incorporation changing the Company's corporate name to New Horizons Worldwide,
Inc. The Company believes the new corporate name better reflects the nature of
the Company's ongoing operations.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(b) Pro Forma Financial Information.
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The pro forma financial information required pursuant to Article 11 of
Regulation S-X is set forth in the Registrant's definitive Proxy Statement under
the caption "Selected Pro Forma Income Statement Data" and is incorporated
herein by reference.
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(c) Exhibits.
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2.1 Stock Purchase Agreement by and between the Registrant and ECB, Inc.,
dated November 4, 1996, incorporated herein by reference to the
appropriate exhibit to the Registrant's Form 10-Q Report for the
quarterly period ending September 28, 1996.
99.1 Press Release, dated December 31, 1996, of the Registrant.
Item 8. Change in Fiscal Year.
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On December 20, 1996, the Company's Board of Directors approved a change in
the Company's fiscal year from a 52-53 week fiscal year - ending on the Saturday
nearest the last day of December - to one ending on December 31 of each year,
subject to the requisite approval of the Internal Revenue Service. If and when
such approval is received from the Internal Revenue Service, the Company's
fiscal year will change to one ending on December 31 of each year.
SIGNATURE
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 on the 3rd day of January, 1997.
NEW HORIZONS WORLDWIDE, INC.
(Registrant)
By: /s/ Thomas J. Bresnan
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Thomas J. Bresnan,
President
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Exhibit 99.1
[PR NEWSWIRE NEWSFAX LOGO]
Handex Completes Sale of Environmental Unit as Part of Strategy to Focus on
Educational Business
MORGANVILLE, N.J., Dec. 31/PRNewswire/ -- Handex Corporation (Nasdaq-NNM:
HAND) announced today that it had completed the sale of its Environmental unit
to a corporation formed by an investment group led by members of its Southeast
management team. Proceeds from the sale and from retained assets will amount to
approximately $21 million after recognizing a $7.3 million loss for the
write-off of goodwill, establishment of valuation reserves, and transaction
costs. The loss was recognized in the 3rd quarter. Proceeds from the buying
group consisted of $4.6 million in cash, a $3.7 million promissory note,
preferred stock of $2.0 million and other consideration. With the consummation
of this transaction, the Company currently has approximately $13 million in cash
and net current assets of $22 million.
The transaction, which closed on December 27, allows the Company to focus
on its remaining business unit, which operates and franchises computer training
centers under the names "New Horizons Computer Learning Centers." Its centers
provide instructor-led classroom training to employer-sponsored enrollees in PC
software applications and technical certification programs.
The transaction as well as the name change to "New Horizons Worldwide,
Inc." was approved on December 20, 1996 at a special shareholders' meeting.
Along with the name change, the Company has changed its Nasdaq stock symbol to
"NEWA."
"The sale of environmental segment allows us to concentrate our energy and
resources on our computer education and training business, which we believe has
strong growth prospects. We are also pleased that the shareholders have adopted
the name 'New Horizons Worldwide.' This name signals the beginning of a new era
for both Handex and its shareholders. We believe that the new name better
captures our core business identity and the outstanding potential the computer
education and training industry has to offer," commented Curtis Lee Smith, Jr.,
Chairman and Chief Executive Officer of New Horizons Worldwide.
New Horizons operates seven company-owned learning centers and 136
franchised locations in 22 countries worldwide. New Horizons is one of the
fastest growing companies in the computer training industry. Systemwide sales,
which include both company-owned and franchised locations, have risen from $23
million in 1993 to $103 million in 1995. Systemwide sales were $138 million for
the first nine months of 1996.
SOURCE Hanex Corporation
-0- 12/31/96
/CONTACT: John T. St. James. Chief Financial Officer of
Handex Corporation, 908-536-8500/
(HAND)
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