SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 30, 2000
Grow Biz International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
000-22012 41-1622691
(Commission File Number) (I.R.S. Employer Identification Number)
2400 Dahlberg Drive
Golden Valley, Minnesota 55422
(Address of Principal Executive Offices) (Zip Code)
(612) 520-8500
(Registrant's Telephone Number, Including Area Code)
--------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On August 30, 2000, Grow Biz International, Inc. ("Grow Biz") completed the sale
of its Computer Renaissance franchise system and three Computer Renaissance
retail stores to Hollis Technologies, LLC and CompRen, Inc. of Lakeland, Florida
pursuant to an Asset Purchase Agreement dated August 30, 2000 by and among Grow
Biz, Hollis Technologies, LLC and CompRen, Inc. (individually Hollis
Technologies, LLC shall be referred to as "Hollis" and CompRen, Inc. shall be
referred to as "CompRen" and collectively Hollis and CompRen shall be referred
to as the "Buyer").
Pursuant to the Asset Purchase Agreement, Grow Biz sold all its assets,
properties, rights, title and interest in the Computer Renaissance franchise
system and its three company-owned Computer Renaissance stores to Buyer for $3.0
million and certain assumed liabilities. Grow Biz has agreed to indemnify Buyer
for certain claims, causes of action or damages, including those arising from
all times prior to August 30, 2000, and agreed to place $1.0 million of the cash
purchase price in a escrow account for an eighteen month period. The escrow
agent will disburse to Grow Biz $333,333.33 minus the amount of any claims, on
the six-month, twelve month and eighteen month anniversary of the date of the
transaction.
In connection with the Asset Purchase Agreement, Grow Biz and Hollis entered
into a Software License Agreement and Trademark License Agreement. Grow Biz
granted Hollis a world-wide, royalty free right and license to use licensed
trademarks in connection with the Computer Renaissance franchising business and
to use certain point-of-sale and inventory management software.
Grow Biz agreed to maintain as confidential any confidential or proprietary
information or materials related to the Computer Renaissance franchise system
and Grow Biz and its Chief Executive Office agreed not to, for a five year
period, directly or indirectly compete against Buyer by operating a computer
franchise system or used and new computer retail stores.
In addition, Grow Biz entered into a five year Consulting Agreement dated August
30, 2000 with Hollis. Pursuant to the Consulting Agreement, Grow Biz agreed to
assist Hollis with the orderly transition of the Computer Renaissance franchise
system from Grow Biz to Buyer and with business strategy matters relating to the
Computer Renaissance franchise system.
Item 7. Financial Statement and Exhibits
A. Financial statements of businesses acquired.
Not applicable.
B. Pro forma financial information.
<PAGE>
At the time this Report on Form 8-K was filed with the Securities and
Exchange Commission, it was impracticable to provide the required pro forma
financial information. Pursuant to Item 7(b)(2) of Form 8-K, the required pro
forma financial information will be filed by amendment by November 13, 2000 or
sooner if such information is available.
C. Exhibits.
The following is filed herewith. The exhibit number corresponds with
Item 601(b) of Regulation S-K.
Exhibit No. Description
2.1 Asset Purchase Agreement dated August 30,
2000 by and among Grow Biz International,
Inc., Hollis Technologies, LLC and CompRen,
Inc. Pursuant to Item 601(b)(2) of the
Regulation S-K, and subject to claims of
confidentiality pursuant to Rule 24B-2 under
the Securities Exchange Act of 1934, upon
the request of the Commission the Registrant
undertakes to furnish supplementally to the
Commission a copy of any schedule or exhibit
to the Asset Purchase Agreement as follows:
Schedule 1 Contracts Schedule
Schedule 2 Leases Schedule
Schedule 3 Franchise Agreement Schedule (See 3.22(a))
Schedule 4 Proprietary Rights Schedule
Schedule 5 Permits Schedule
Schedule 6 Excluded Assets Schedule
Schedule 7 Assumed Liability Schedule
Schedule 8 Excluded Liability Schedule
Schedule 9 Allocation Schedule
Schedule 10 Qualification Schedule
Schedule 11 Consents Schedule
Schedule 12 Financial Statements Schedule
Schedule 13 Accounting Schedule
Schedule 14 Developments Schedule
Schedule 15 Encumbrances Schedule
Schedule 16 Tax Schedule
Schedule 17 Employee Benefits Schedule
Schedule 18 Litigation Schedule
Schedule 19 Insurance Schedule
Schedule 20 Brokerage Schedule
Schedule 21 Employee Schedule
Schedule 22 Compliance Schedule
Schedule 23 Environmental and Safety Schedule
Schedule 24 Affiliated Transactions Schedule
<PAGE>
Schedule 25 Schedule 3.22(a)
Schedule 26 Schedule 3.22(e)
Schedule 27 Schedule 3.22(g)
Schedule 28 Schedule 3.22(h)
Schedule 29 Schedule 3.22(i)
Schedule 30 Schedule 3.22(k)
Schedule 31 Schedule 3.22(m)
Schedule 32 Schedule 3.22(n)
Schedule 33 Schedule 3.22(o)
Schedule 34 Schedule 3.22(p)
Schedule 35 Schedule 3.22(q)
Schedule 36 Schedule 3.22(r)
Schedule 37 Schedule 3.22(s)
Schedule 38 Schedule 3.22(t)
Schedule 39 Schedule 3.22(u)
Schedule 40 Schedule 3.23(a)
Schedule 41 Schedule 3.23(c)
Schedule 42 Schedule 3.23(e)
Schedule 43 Schedule 3.23(g)
Schedule 44 Schedule 3.23(h)
Schedule 45 Schedule 3.23(i)
Schedule 46 Schedule 3.24(a)
Schedule 47 Schedule 3.24(f)
Schedule 48 Schedule 3.25(a)
Schedule 49 Exhibit 1.1(a)(i)
Schedule 50 Exhibit 1.1(a)(ii)
Schedule 51 Exhibit 1.1(a)(iii)
10.1 Trademark License Agreement dated August 30, 2000 by and
between Grow Biz International, Inc. and Hollis
Technologies, LLC.
10.2 Software License Agreement dated August 30, 2000 by and
between Grow Biz International, Inc. and Hollis
Technologies, LLC.
10.3 Consulting Agreement dated August 30, 2000
by and between Grow Biz International, Inc.
and Hollis Technologies, LLC.
<PAGE>
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.
Grow Biz International, Inc.
Date: September, 14, 2000 By /s/ John L. Morgan
John L. Morgan, Chief Executive Officer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBIT INDEX
to
FORM 8-K
Grow Biz International, Inc.
Exhibit No. Description
Exhibit No. Description
2.1 Asset Purchase Agreement dated August 30,
2000 by and among Grow Biz International,
Inc., Hollis Technologies, LLC and CompRen,
Inc. Pursuant to Item 601(b)(2) of the
Regulation S-K, and subject to claims of
confidentiality pursuant to Rule 24B-2 under
the Securities Exchange Act of 1934, upon
the request of the Commission the Registrant
undertakes to furnish supplementally to the
Commission a copy of any schedule or exhibit
to the Asset Purchase Agreement as follows:
Schedule 1 Contracts Schedule
Schedule 2 Leases Schedule
Schedule 3 Franchise Agreement Schedule (See 3.22(a))
Schedule 4 Proprietary Rights Schedule
Schedule 5 Permits Schedule
Schedule 6 Excluded Assets Schedule
Schedule 7 Assumed Liability Schedule
Schedule 8 Excluded Liability Schedule
Schedule 9 Allocation Schedule
Schedule 10 Qualification Schedule
Schedule 11 Consents Schedule
Schedule 12 Financial Statements Schedule
Schedule 13 Accounting Schedule
Schedule 14 Developments Schedule
Schedule 15 Encumbrances Schedule
Schedule 16 Tax Schedule
Schedule 17 Employee Benefits Schedule
Schedule 18 Litigation Schedule
Schedule 19 Insurance Schedule
Schedule 20 Brokerage Schedule
Schedule 21 Employee Schedule
<PAGE>
Schedule 22 Compliance Schedule
Schedule 23 Environmental and Safety Schedule
Schedule 24 Affiliated Transactions Schedule
Schedule 25 Schedule 3.22(a)
Schedule 26 Schedule 3.22(e)
Schedule 27 Schedule 3.22(g)
Schedule 28 Schedule 3.22(h)
Schedule 29 Schedule 3.22(i)
Schedule 30 Schedule 3.22(k)
Schedule 31 Schedule 3.22(m)
Schedule 32 Schedule 3.22(n)
Schedule 33 Schedule 3.22(o)
Schedule 34 Schedule 3.22(p)
Schedule 35 Schedule 3.22(q)
Schedule 36 Schedule 3.22(r)
Schedule 37 Schedule 3.22(s)
Schedule 38 Schedule 3.22(t)
Schedule 39 Schedule 3.22(u)
Schedule 40 Schedule 3.23(a)
Schedule 41 Schedule 3.23(c)
Schedule 42 Schedule 3.23(e)
Schedule 43 Schedule 3.23(g)
Schedule 44 Schedule 3.23(h)
Schedule 45 Schedule 3.23(i)
Schedule 46 Schedule 3.24(a)
Schedule 47 Schedule 3.24(f)
Schedule 48 Schedule 3.25(a)
Schedule 49 Exhibit 1.1(a)(i)
Schedule 50 Exhibit 1.1(a)(ii)
Schedule 51 Exhibit 1.1(a)(iii)
10.1 Trademark License Agreement dated August 30, 2000 by and
between Grow Biz International, Inc. and Hollis
Technologies, LLC.
10.2 Software License Agreement dated August 30, 2000 by and
between Grow Biz International, Inc. and Hollis
Technologies, LLC.
10.3 Consulting Agreement dated August 30, 2000
by and between Grow Biz International, Inc.
and Hollis Technologies, LLC.
