SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIE SEXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported):
April 10, 2000
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Information Management Associates, Inc.
(Exact name of registrant as specified in its charter)
Connecticut
(State or Other Jurisdiction of Incorporation)
001-13211 06-1289928
(Commission File Number) (I.R.S. Employer Identification No.)
One Corporate Drive, Suite 400, Shelton, Connecticut 06484
(Address of Principal Executive Offices) (Zip Code)
(203) 925-6800
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
NY/274402.1
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ITEM 5. OTHER EVENTS.
On April 10, 2000, Information Management Associates, Inc. (hereafter the
"Company" or "IMA") announced the following developments:
(a) Freefire Launch
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The Company announced the launch of freefire inc., a wholly-owned subsidiary of
IMA ("freefire"), through which IMA will provide electronic Customer
Relationship Management ("eCRM") software to customers. Freefire is offering its
Java-based eCRM suite free of license fees normally associated with the purchase
of enterprise application software. Today, eCRM products available from the site
include freefire Multi-Channel Management, E-mail Response, Chat, Collaboration,
Voice-Over IP, and CTI. This suite of components is available for download from
the prototype site 24 hours a day, 7 days per week beginning April 10, 2000. As
an initial offer, freefire products will be delivered as a bundled suite and
accrue the support fee of a single component. The fee structure for freefire
will be recurring based upon value-added product support. The full freefire site
launch is planned for June 2000. Based in Irvine, CA, freefire is led by a
management team with over sixteen years of proven experience in developing and
implementing innovative, high volume, voice-based call center solutions.
Freefire employs over 100 employees and will appoint additional senior level
executives during the second quarter of 2000. Over the past 18 months IMA has
made significant investment in the development of the freefire technologies. In
order to fund the ongoing development and expansion of the new freefire
business, freefire's management team is engaged in discussions with several
outside funding resources to raise additional capital.
(b) Management Changes
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The Company also announced that Albert R. Subbloie, Jr. will be assuming the
role of President and CEO of freefire and serve on its board of directors. He
will continue in his additional roles as a board member of both IMA and IMA's
other Internet subsidiary which he co-founded, Buyersedge.com. Donald Miller,
current IMA board member and former President and CEO of Posi-Seal
International, Inc., has been appointed interim President and CEO of IMA as the
Company engages in a search for a full-time replacement for Mr. Subbloie. Mr.
Miller will also serve as Chairman of IMA replacing Gary Martino, who will
remain an IMA Board member and will also continue working with IMA's
Buyersedge.com inc. subsidiary that he co-founded with Mr. Subbloie.
(c) Filing of Form 10-K
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As previously reported on February 28, 2000 and November 18, 1999, IMA has
received a comment letter from the Securities and Exchange Commission ("SEC")
regarding, among other things, the Company's accounts receivable balances, the
collectibility of such balances, and the Company's revenue recognition policies
in light of such balances. Also, as previously reported, the Company initiated
an internal review of certain transactions in 1999 and certain prior quarterly
periods.
IMA is continuing its dialogue with the SEC in conjunction with the audit by
Ernst & Young LLP of the Company's 1999 financial statements, as well as its
internal review, and the Company does not expect that this process will be
completed by the present deadline for the filing of the Company's Form 10-K,
which is April 14, 2000. The Form 10-K will be filed as soon as the process has
been completed, which is presently expected to take place in May.
NASDAQ Trading Halt
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Following the Company's April 10, 2000 announcement, the NASDAQ Stock Market
announced on the same day that trading was halted in the Company's common stock
for additional information requested from the Company and that trading would
remain halted until the Company has fully satisfied NASDAQ's request for
additional information. The Company intends to respond promptly to NASDAQ's
request for additional information.
NY/274402.1
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Except for the historical information contained in this report, the matters
discussed in this report are "forward-looking statements" (as that term is used
in the Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties detailed from time to time in the Company's filings with the
Securities and Exchange Commission (the SEC). In particular, IMA draws the
reader's attention to the "Risk Factors" stated in the Company's Registration
Statement on Form S-1 dated July 30, 1997 and its accompanying Prospectus, the
Company's Quarterly Reports on Form 10-Q dated August 14, 1997, November 14,
1997, May 15, 1998, August 14, 1998, November 14, 1998, May 17, 1999, August 16,
1999, and November 22, 1999, the Company's Annual Report on Form 10-K dated
March 30, 1998 and March 31, 1999, as well as to the Company's periodic and
current reports as they are filed with the SEC.
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.
Date: April 12, 2000 INFORMATION MANAGEMENT ASSOCIATES, INC.
By: /s/ John A. Piontkowski
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Name: John A. Piontkowski
Title: Chief Financial Officer
NY/274402.1
