FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 1996
INTRANET SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
41-1652566 Minnesota 0-19817
(I.R.S. Identification No.) (State of Incorporation) (Commission File No.)
9625 W. 76th Street, Suite 150
Eden Prairie, MN 55344
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 903-2000
MacGregor Sports and Fitness, Inc.
8100 White Horse Road
Greenville, SC 29611
(Former name and address of principal executive offices)
Registrant's former telephone number, including area code: (864) 294-5230
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
ITEM 8. CHANGE IN FISCAL YEAR.
On July 30 and 31, 1996, the Registrant's predecessor, MacGregor Sports
and Fitness, Inc. ("MSF"), and IntraNet Integration Group, Inc., a Minnesota
corporation (formerly known as Technical Publishing Solutions, Inc.)
("IntraNet") closed on their previously announced tax-free reorganization
pursuant to which IntraNet became a wholly-owned subsidiary of the Registrant
and the Registrant subsequently changed its name to IntraNet Solutions, Inc.
("IntraNet Solutions"). The transaction was accomplished through a tax-free
reverse subsidiary merger whereby IntraNet merged with and into MG Acquisition
Subsidiary, Inc. ("MG"), a wholly-owned subsidiary of MSF, with IntraNet as the
surviving corporation pursuant to such merger. Subsequent to the transaction,
the Registrant has changed the listing of its common stock on the Nasdaq
Small-Cap(TM) Market to the symbol "INRS."
The tax-free reorganization among MSF, IntraNet and MG was closed on
July 30 and 31, 1996 pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") entered into on January 16, 1996, and as amended on March 20, 1996,
May 31, 1996 and July 2, 1996. The complete terms and conditions of the
transactions among the parties are set forth in the Merger Agreement attached as
Exhibit 2.1 hereto, and the terms and conditions of which are incorporated
herein by reference, as previously filed with the Securities and Exchange
Commission on July 3, 1996.
The transaction summarized above included five items required to be
disclosed on Form 8-K: a change in control of the Registrant's predecessor, MSF;
the disposition of substantially all the assets of Registrant's predecessor as a
condition of the reorganization; a change in the Registrant's certifying
accountant; the resignation of all but one of the Registrant's existing
directors; and a change in the Registrant's fiscal year.
The change in control of the Registrant's predecessor, MSF, was
effected by the Registrant's shareholders approving, at a Special Meeting of MSF
shareholders held in Minneapolis on July 30, 1996, the consummation of the
Merger Agreement whereby IntraNet was merged into MG, a wholly-owned subsidiary
of MSF formed solely for the purpose of completing the reorganization. Pursuant
to the Merger Agreement, IntraNet shareholders received approximately 1.73 MSF
common shares in exchange and conversion for each one (1) share of IntraNet
common stock held on the Effective Date of the merger. As a result of the
reorganization, MSF issued, at closing, 18,000,000 common shares to the former
shareholders of IntraNet. The Registrant now has approximately 30,000,000 common
shares issued and outstanding, of which a majority of such common shares are
collectively held by the former shareholders of IntraNet. Consequently, the
former shareholders of IntraNet now own approximately 60% of the issued and
outstanding shares of the Registrant, excluding outstanding options, warrants
and other derivative or convertible securities.
In connection with such change in control, and effectively, the
acquisition by the Registrant's predecessor of the business formerly conducted
by IntraNet, the Registrant also amended and restated its Articles of
Incorporation to change its name to IntraNet Solutions, Inc., and further,
changed the Registrant's certifying accountants from Gelfond Hochstadt Pangburn
& Co. to Lund, Koehler, Cox & Co., PLLP. In addition, the management of IntraNet
has become the management of the Registrant. The Registrant's change of auditors
was not related to any resignation or declination to stand for re-election after
completion of the Registrant's last audit, or for any reason related to such
independent auditor's services to the Registrant's predecessor, but instead, was
based on the service of Lund, Koehler, Cox & Co., PLLP as the independent public
accountants for IntraNet since 1992 and upon such firm's experience, history and
familiarity with IntraNet's current business and operations.
In addition, pursuant to the Merger Agreement, the Registrant elected
and appointed at the aforementioned Special Meeting of Shareholders a new slate
of five (5) directors, only one of whom (Mr. Henry Fong) was a prior director of
the Registrant. The vote for the election of the new slate of Registrant's five
(5) directors is set forth below. Directors Englestad and Johnston, who resigned
immediately prior to Registrant's Special Meeting of Shareholders, did not
resign or decline to stand for re-election because of any disagreement with the
Registrant on any matter relating to the Registrant's operations, policies or
practices, but instead, resigned to complete one of the conditions to the
closing on the reorganization summarized above. The Registrant's
newly-constituted Board of Directors includes: Robert F. Olson (the former
founder, President and Chief Executive Officer of IntraNet); Jeffrey J. Sjobeck
(the former Chief Financial Officer of IntraNet); Ronald E. Eibensteiner (a
director of and private investor in numerous development stage companies); David
D. Koentopf (a private investor and business consultant to several emerging
private and public industrial and healthcare related companies); and Mr. Henry
Fong (the former chairman of the Board of Directors of the Registrant's
predecessor). Subsequent to the Registrant's Special Meeting of Shareholders,
the newly-constituted Board of Directors of IntraNet Solutions, Inc. elected
Robert F. Olson as its Chairman.
As a further condition of the closing on the Merger Agreement, the
Registrant was obligated to change its fiscal year end from July 31 to March 31.
As previously disclosed, the Merger Agreement between the parties required the
change in the Registrant's fiscal year to coincide with the historic fiscal year
of IntraNet and its wholly-owned subsidiaries, IntraNet Distribution Group, Inc.
and IntraNet Professional Services Group, Inc. As a result of the Registrant's
change in fiscal year, the Registrant will henceforth file quarterly reports as
a small business issuer on Form 10-QSB for the three-month periods ending June
30, September 30 and December 31. Accordingly, the Registrant will file its
Annual Report on Form 10-KSB for the fiscal year ending March 31, 1997 on or
before June 30, 1997.
In addition, pursuant to, and as a condition of the closing on the
merger between the parties, MSF was required to dispose of all of its existing
assets such that, prior to closing, its balance sheet would show a tangible net
worth less non-current assets of at least $3,000,000, cash of at least
$1,000,000 and no liabilities, with such balance sheet to be prepared in
accordance with generally accepted accounting principles consistently applied.
Furthermore, MSF was required to have satisfied, in full, all existing
indebtedness owed to lenders of the Registrant and indebtedness in favor of
trade debtors of the Registrant, including all affiliates of the Registrant. To
meet such condition, and to produce a balance sheet prior to closing indicating
such tangible net worth, cash and no liabilities, MSF completed a series of
transactions prior to closing that the Registrant's shareholders approved on
July 30, 1996. Such transactions included the sale of all the rights of MSF in
and to the "MacGregor" trademark pursuant to certain license agreements and
certain related trademarks (the "MacGregor Rights") which comprised
substantially all of MSF's assets, to Hutch Sports U.S.A., Inc. ("Hutch"), a
subsidiary of Roadmaster Industries, Inc. ("Roadmaster"). MSF and Roadmaster
were affiliates in that they were both under the indirect common control of Mr.
Henry Fong, the former chairman of MSF and a director of the Registrant. As a
result of his interest in such transaction, Mr. Henry Fong (and his affiliates)
abstained from voting in connection with the sale and transfer of the MacGregor
Rights from MSF to Hutch. Such abstention is reflected on the shareholder vote
indicated below.
The MSF disposition of assets required under the Merger Agreement
resulted in Hutch's acquiring the MacGregor Rights for a purchase price of
$2,910,000, payable as follows: (i) $1,000,000 in cash on or prior to closing;
and (ii) the delivery of a one-year unsecured installment Promissory Note in the
amount of $1,910,000 to be paid in twelve (12) equal monthly installments
bearing interest at the rate equal to the prime or base rate from time to time
publicly announced by Bank America, N.A. MSF closed on the disposition of such
assets immediately prior to closing on the reorganization with IntraNet, but
made such transaction effective February 1, 1996. In response to such agreement,
MSF reduced the carry amount of its intangible assets at January 31, 1996 by
$1,200,000. Previously, MSF anticipated realizing approximately $4,000,000 on
the sale of the MacGregor Rights. However, in late 1995, as previously
disclosed, due to the competitive retail environment in which the MacGregor
trademarks operate, MSF's Board of Directors believed the approximately
$2,900,000 offered by Hutch (as reflected in the Proxy Statement for MSF's
Special Meeting of Shareholders held on July 30, 1996) would be the maximum
amount a buyer would reasonably offer for these assets. Over the last two years,
management and the Board of Directors of MSF investigated the sale of the
MacGregor Rights to various potential buyers, and based on the results of those
prior negotiations, believed the transaction with Hutch offered the best outcome
for MSF and its shareholders.
The complete terms and conditions of the transactions among MSF,
IntraNet and MG which result in the Registrant's present corporate form are more
fully set forth in the Merger Agreement and the Proxy Statement attached as
Exhibits 2.1 and 21.1 hereto, and the terms and conditions of which are
incorporated herein by reference, as previously filed with the Securities and
Exchange Commission on July 3, 1996.
There were no prior material relationships between the Registrant or
any of Registrant's affiliates, any director or officer of Registrant or any
associate of any such director or officer, on the one hand, and IntraNet, or its
shareholders, on the other hand.
The tabulation of the votes in favor, against and abstaining with
regard to the six (6) proposals set forth in the Registrant's Proxy Statement
for the Special Meeting of Registrant's Shareholders held in Minneapolis,
Minnesota on July 30, 1996, is set forth below.
<TABLE>
<CAPTION>
PROPOSAL IN FAVOR AGAINST ABSTAIN
-------- --------- ------- ---------
<S> <C> <C> <C>
1. SALE OF REGISTRANT'S ASSETS TO HUTCH SPORTS
U.S.A., INC. (A SUBSIDIARY OF ROADMASTER
INDUSTRIES, INC.) 5,241,578 9,900 1,297,852
2. APPROVAL OF MERGER WITH INTRANET INTEGRATION
GROUP, INC. 6,539,530 2,500 7,300
3. AMENDMENT AND RESTATEMENT OF REGISTRANT'S
ARTICLES OF INCORPORATION 6,711,605 42,400 20,350
4. ELECTION OF REGISTRANT'S DIRECTORS 6,873,131 7,700 0.0
5. ADOPTION OF NEW REGISTRANT STOCK OPTION PLAN AND
RESERVATION OF 10,000,000 COMMON SHARES PURSUANT
TO SUCH PLAN 6,345,763 134,967 68,600
6. APPOINTMENT OF LUND KOEHLER COX & CO., PLLP, AS
INDEPENDENT AUDITORS TO REGISTRANT 8,761,288 77,416 54,295
</TABLE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements of IntraNet, the business acquired by
MG as summarized above, are included in Exhibit 21.1 attached hereto
and are incorporated herein by reference, as previously filed with the
Securities and Exchange Commission on July 3, 1996.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required hereby is
included in Exhibit 21.1 attached hereto and is incorporated herein by
reference, as previously filed with the Securities and Exchange
Commission on July 3, 1996.
(c) EXHIBITS.
1. Agreement and Plan of Merger dated January 16, 1996, as
amended, among the Registrant (now known as IntraNet Solutions, Inc.),
IntraNet Integration Group, Inc. and MG Acquisition Subsidiary, Inc.
2. Amended and Restated Articles of Incorporation of
Registrant approved by Registrant's shareholders on July 30, 1996.
3. Proxy Statement for MSF's Special Meeting of Shareholders
held on July 30, 1996, in Minneapolis, Minnesota.
4. Press release of Registrant released through Business Wire
on July 31, 1996.
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.
Dated: August 7, 1996 INTRANET SOLUTIONS, INC. ("REGISTRANT")
By: /s/ Robert F. Olson
Its: Chief Executive Officer
By: /s/ Jeffery J. Sjobeck
Its: Chief Financial Officer
<TABLE>
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EXHIBIT INDEX
EXHIBIT NO. METHOD OF FILING DESCRIPTION
- ----------- ---------------- -----------
<S> <C> <C>
2.1 Incorporated herein by reference Agreement and Plan of Merger, dated as of January 16,
as filed with the Securities and 1996, as amended on March 20, 1996, May 31, 1996 and July
Exchange Commission in connection 2, 1996 among MSF (the Registrant's predecessor), MG
with the Registrant's Definitive Acquisition Subsidiary, Inc. and IntraNet Integration
Proxy filed on July 3, 1996 Group, Inc.
4.1 Incorporated herein by reference Registrant's Amended and Restated Articles of
as filed with the Securities and Incorporation approved by the Registrant's shareholders on
Exchange Commission in connection July 30, 1996
with the Registrant's Definitive
Proxy filed on July 3, 1996
21.1 Incorporated herein by reference Registrant's Proxy Statement for a Special Meeting of
as filed with the Securities and MSF's Shareholders held on July 30, 1996 in Minneapolis,
Exchange Commission on July 3, 1996 Minnesota
99.1 Filed herewith Press Release of Registrant issued July 31, 1990
</TABLE>
Date: July 31, 1996 FOR IMMEDIATE RELEASE
From: IntraNet Solutions, Inc.
9625 West 76th Street
Suite 150
Eden Prairie, MN 55344
Jeff Sjobeck, Chief Financial Officer
(612) 903-2000
MACGREGOR SPORTS AND FITNESS AND
INTRANET INTEGRATION GROUP, INC.
ANNOUNCE CLOSING ON MERGER
Eden Prairie, Minnesota; July 31, 1996. MacGregor Sports and Fitness,
Inc., a Minnesota corporation ("MacGregor") (formerly Nasdaq: MACG) and IntraNet
Integration Group, Inc., a Minnesota corporation ("IntraNet"), announced today
that they had closed and completed the previously announced merger between the
parties. At a Special Meeting of MacGregor shareholders held in Minneapolis
yesterday, MacGregor shareholders approved six proposals, including: (i) the
sale of MacGregor's existing business (related to the rights to use the
MacGregor trademark and various related trademarks) to Hutch Sports USA, Inc., a
subsidiary of Roadmaster Industries, Inc.; (ii) an Agreement and Plan of Merger
whereby IntraNet was merged into a wholly-owned subsidiary of MacGregor; (iii)
the Amendment and Restatement of MacGregor's existing Articles of Incorporation,
including the change of MacGregor's name to IntraNet Solutions, Inc. ("IntraNet
Solutions"); (iv) the election of a newly-constituted IntraNet Solutions Board
of Directors consisting of: Robert F. Olson, Jeffrey J. Sjobeck, Henry Fong,
Ronald E. Eibensteiner and David D. Koentopf; (v) the adoption and ratification
of an IntraNet Solutions Stock Option Plan; and (vi) the ratification and
appointment of Lund Koehler Cox & Company, PLLP as IntraNet Solution's
independent auditors. Management of IntraNet Solutions will be comprised of the
management of the continuing business of IntraNet.
Robert F. Olson, CEO of IntraNet Solutions, said of the merger, "We are
pleased that the transaction with MacGregor has successfully closed and we are
looking forward to bringing value to our public company shareholders." Henry
Fong, Chairman of MacGregor, stated that, "We are very excited about the merger
with IntraNet and the talents and resources that Robert Olson and his management
team bring to IntraNet Solutions and the marketplace."
The transaction between MacGregor and IntraNet was a tax-free
reorganization whereby the existing shareholders of IntraNet received
approximately 1.73 MacGregor Common Shares in exchange and conversion for each
share of IntraNet Common Stock held on the Effective Date of the merger. At
closing, IntraNet Solutions had approximately 30,000,000 Common Shares
outstanding and is traded on the Nasdaq Small Cap(TM) Market under the symbol
"INRS." In connection with the merger, IntraNet Solutions also changed its
fiscal year end to March 31 to coincide with the fiscal years of its operating
subsidiaries.
As a result of the transaction, IntraNet Solutions, Inc. has three
distinct business groups including: (1) IntraNet Integration Group, Inc.
(providing open, client-server products to assist companies in managing their
intellectual capital, including hardware and software products, as well as
installation, support, and educational services); (2) IntraNet Distribution
Group, Inc. (offering customers various services for off-site electronic
document warehousing, electronic demand publishing and multiple methods of
digital distribution of information); and (3) IntraNet Professional Services
Group, Inc. (providing assistance with product development, project management,
and customized software applications).
IntraNet Solutions, a Minneapolis-based technology company, is focused
on assisting large companies in designing and implementing open, integrated
solutions for managing and distributing business-critical information across and
outside their enterprises. In addition to its principal executive offices in
Minneapolis, Minnesota, IntraNet Solutions has sales offices in Boston, Denver,
Milwaukee and Phoenix and independent sales representation in Atlanta and
distribution group facilities in Minneapolis, Boston and Denver.
For additional information contact Mr. Robert F. Olson, Chief Executive
Officer or Mr. Jeffrey J. Sjobeck, Chief Financial Officer, at:
IntraNet Solutions, Inc.
9625 West 76th Street
Suite 150
Eden Prairie, MN 55344
Phone: (612) 903-2000
Fax: (612) 829-5424
