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) August 31, 2000
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TechSys, Inc.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 0-24542 22-3276736
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(State or Other Jurisdiction (Commission (I.R.S. Employer
Of Incorporation) File Number) Identification No.)
44 Aspen Drive, Livingston, New Jersey 07039
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 422-1666
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Inapplicable
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
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TechSys, Inc. (the "Company") purchased a 2% interest in Technology
Keiretsu, LLC ("Technology Keiretsu") for 66,666 shares of the Company's Common
Stock and cash of $250,000. The Company has additional rights to purchase an
additional 1% interest in Technology Keiretsu for $250,000. Technology Keiretsu
may redeem one-half of the Technology Keiretsu interest and the Company would
redeem the shares delivered in the transaction if the Company does not register
the resale of the shares prior to December 31, 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements.
The financial statements required by Item 7(a) of the Form 8-K are not required
in this filing because the Company purchased a minority interest and does not
control the assets of Technology Keiretsu.
(b) Pro Forma Financial Information.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The Unaudited Pro Forma Balance Sheet as of June 30, 2000 has been prepared to
illustrate the estimated effects of the Company's purchase of a 2% ownership
interest in Technology Keiretsu. The Unaudited Pro Forma Balance Sheet was
prepared as if the purchase was effective June 30, 2000. The Unaudited Pro Forma
Financial Information do not purport to represent what the Company's financial
position or results of operations would actually have been if such purchase had
in fact occurred on such date. The Unaudited Pro Forma Financial Information
also do not purport to project the financial position or results of operations
of the Company as of any future date or for any future period.
The unaudited pro forma financial information should be read in conjunction with
the Company's consolidated financial statements and the related notes appearing
in the Company's Annual Report on Form 10KSB/A.
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Unaudited Pro Forma Balance Sheet
As of June 30, 2000
Pro Forma Pro Forma
TechSys, Inc. Adjustments Combined
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ASSETS:
Current Assets:
Cash and cash equivalents $ 2,158,563 $(250,000) 1 $ 1,908,563
Investments in U.S. Government securities 100,000 100,000
Accounts receivable, net 86,914 86,914
Other current assets 209,866 209,866
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Total Current Assets 2,555,343 (250,000) 2,305,343
Amounts due from affiliates 548,082 548,082
Notes receivable 527,000 527,000
Amounts due from officer 330,000 330,000
Investment in Little Universe, LLC 231,922 231,922
Investment in Technology Keiretsu, LLC 833,328 1 833,328
Property and equipment, net 120,458 120,458
Goodwill and other intangibles, net 190,178 190,178
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Other assets 62,307 62,307
Total Assets $ 4,565,290 $ 583,328 $ 5,148,618
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $399,545 $ 399,545
Accrued expenses 742,450 742,450
Line of credit 102,500 102,500
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Total Current Liabilities 1,244,495 0 1,244,495
Stockholders' Equity:
Common stock 7,104,311 583,328 1 7,687,639
Paid-in capital 399,000 399,000
Retained deficit (4,182,516) $(4,182,516)
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Total Stockholders' Equity 3,320,795 583,328 3,904,123
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Total Liabilities and Stockholders' Equity $ 4,565,290 $ 583,328 $ 5,148,618
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The accompanying Notes to Unaudited Pro Forma Financial Information
are an integral part of this statement.
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Notes to Unaudited Pro Forma Financial Information
1. Basis of Presentation
The unaudited pro forma financial information combines the historical
consolidated balance sheet of TechSys, Inc. and subsidiaries (the "Company") as
of June 30, 2000 with the proforma adjustments after giving effect to the
purchase of a 2% ownership interest in Technology Keiretsu as if the transaction
happened on June 30, 2000.
2. Purchase of 2% ownership interest in Technology Keiretsu
Effective August 31, 2000, the Company entered into a Purchase Agreement by amd
among the Company and Technology Keiretsu, whereby the Company agreed to
purchase a 2% ownership interest in Technology Keiretsu. The Purchase Price for
the Company's investment was valued at $833,328. The Purchase Price was paid by
the Company in the form of a $250,000 cash payment and issuance of 66,666 shares
of the Company's Common Stock valued at $583,328, or $8.75 per share, which was
the fair market value on the date the transaction was consummated. The
transaction will be accounted for under the cost method of accounting for
investments.
(c) Exhibits.
Exhibit 10.54 Purchase Agreement dated as of August 31,
2000 by and between TechSys, Inc. and Technology
Keiretsu, LLC
Exhibit 99 Press Release issued September 5, 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.
TECHSYS, INC.
STEVEN L. TRENK
Date: September 7, 2000 By: ___________________________
Steven L. Trenk
President
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EXHIBIT INDEX
Exhibit 10.54 Purchase Agreement dated as of August 31,
2000 by and between TechSys, Inc. and Technology
Keiretsu, LLC
Exhibit 99 Press Release issued September 5, 2000
