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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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): February 10, 2000
CEREUS TECHNOLOGY PARTNERS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-30522 13-3773537
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification
Number)
1000 Abernathy Road, Suite 1000
Atlanta, Georgia 30328
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (770) 668-0900
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
In its Form 8-K filed on December 13, 1999, Cereus Technology Partners,
Inc. (OTCBB:CEUS; the "Company") reported that on December 10, 1999, the
accounting firm of Moore Stephens Frost, PLC resigned as the Company's
independent accounting firm.
Effective February 10, 2000, the Company engaged KPMG LLP ("KPMG") as
the Company's new independent accounting firm. The decision to engage KPMG was
approved by the Company's Board of Directors. During the Company's two most
recent fiscal years and subsequent interim period, the Company did not consult
with KPMG regarding any of the matters referred to in paragraphs (a)(2)(i) or
(ii) of Item 304 of Regulation S-B.
Item 5. Other Events.
On January 19, 2000, the Company filed a Registration Statement on Form
8-A with the Securities and Exchange Commission as a result of which the
Company's common stock, $.01 par value per share (the "Common Stock"), was
registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended, on that date.
On February 8, 2000, the Company announced that it had consummated the
private placement (the "Private Placement") of 1,600 units (the "Units"), with
each Unit having a Purchase Price of $12,500 and consisting of 2,500 shares of
Common Stock and a warrant (the "Warrant") to purchase 2,500 shares of Common
Stock at an exercise price of $10.00 per share. The Warrant expires three (3)
years after its issuance and may be redeemed by the Company if the closing bid
price for the Common Stock is equal to or greater than 100% of the exercise
price of the Warrant for twenty (20) consecutive trading days, provided that a
registration statement covering the shares of Common Stock issuable upon
exercise of the Warrants is then effective.
The Company received gross proceeds of $20.0 million from the private
placement. The Company intends to use such proceeds to make strategic
acquisitions and for working capital and general corporate purposes.
In connection with the Private Placement, the Company paid placement
agency fees of approximately $760,000 in the aggregate, issued warrants to
purchase an aggregate of 336,750 shares of Common Stock at an exercise price of
$5.50 per share and warrants to purchase an aggregate of 84,955 shares of Common
Stock at an exercise price of $10.00 per share (in each case, on terms identical
to the Warrants), and issued an aggregate of 84,955 shares of Common Stock.
The Units offered and sold in the Private Placement were not registered
under the Securities Act in reliance upon the exemption therefrom provided by
Section 4(2) of the Securities Act of 1933, as amended.
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The press release issued by the Company regarding the Private Placement
is attached hereto as Exhibit 99.1 and by this reference made a part hereof.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) - (b) Financial Statements and Pro Forma Financial Information.
None
(c) Exhibits. The following exhibit is filed herewith by
direct transmission via "edgar."
99.1 Press Release issued February 8, 2000 regarding the
consummation of the Private Placement.
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.
CEREUS TECHNOLOGY PARTNERS, INC.
(Registrant)
Date: February 17, 2000 /s/ STEVEN A. ODOM
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Steven A Odom
Chief Executive Officer
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[Cereus Technology Partners, Inc. Logo]
CEREUS TECHNOLOGY PARTNERS, INC.
For further Information Contact:
Beth Osborne
Corporate Communications
Telephone: 770/668-0900 ext. 245
FAX: 770/668-0961
E-Mail: [email protected]
For Immediate Release
CEREUS COMPLETES $20 MILLION EQUITY PRIVATE PLACEMENT
COMPANY WELL FINANCED FOR FIRST PHASE OF GROWTH PLAN
Atlanta, Georgia; February 8, 2000 ... Cereus Technology Partners, Inc. (OTC:
CEUS), an e-business solutions provider for B2B applications, announced today
that it has completed a $20 million equity private placement of its common
stock. The investors in the private placement received 4 million newly issued
shares of restricted common stock and also received 4 million warrants to buy
common stock at an exercise price of $10 per share. The company has the right to
call for redemption or exercise of these warrants if the stock price exceeds $20
per share for a period of 20 consecutive trading days, and if the stock
underlying the warrants has been registered with the SEC. None of the shares
issued in the private placement has been registered.
Cereus expects to use the proceeds of this financing to fund the hiring of
additional personnel, increase working capital, and make strategic acquisitions.
The private placement follows a period of rapid change during the past month,
during which the company appointed Steven A. Odom as its new Chairman and Chief
Executive Officer, hired James M. Logsdon as its new President and Chief
Operating Officer, and also added four outside directors with strong industry
experience.
"We are off to a fast start at Cereus," said Steve Odom, Chairman and Chief
Executive Officer. "During the past few weeks, we have put in place our core
senior management team, have created a strong board of directors, have developed
our new business plan, and have now raised our first round of capital for the
new Cereus. We are happy that this round of financing not only yields us an
immediate $20 million in gross proceeds, but that the potential exercise of the
warrants could yield an additional $40 million down the road.
"This capital, combined with our strong management and technical team, provides
us the foundation to build Cereus into the national end-to-end e-commerce and
B2B solutions provider we envision," added Odom. "I am very pleased that our own
directors and employees participated in this private placement, along with a
roster of distinguished institutional investors, and a group of investors who
participated in the early rounds of financing at my previous company, World
Access (NASDAQ: WAXS)."
ABOUT CEREUS TECHNOLOGY PARTNERS, INC.
Cereus Technology Partners, Inc. offers a cost-effective and comprehensive suite
of integrated business information technology solutions designed to meet the
challenges of middle market companies in a rapidly changing technological
environment. The company's end-to-end solution
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Cereus Completes $20 Million Private Placement / February 8, 2000 / Page 2
consists of financial management, distribution, production, quality control,
asset management, human resources management, sales force and marketing
automation, and electronic commerce, strategy, marketing and development. The
company manages its client relationships as a "one stop shop" single point of
contact offering an array of technological services that enable its clients to
conduct business over the Internet. Additional information can be accessed on
the World Wide Web at www.cereus.net.
This press release includes statements that may constitute
"forward-looking" statements. These statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements inherently involve risks and
uncertainties that could cause actual results to differ materially from
the forward-looking statements. Factors that would cause or contribute
to such differences include, but are not limited to, the ability of the
Company to successfully acquire and operate Internet-related
businesses, continued acceptance of the Company's products in the
marketplace, competitive factors, new products and technological
changes, product prices and raw material costs, dependence upon
third-party vendors, and other risks detailed in the Company's periodic
report filings with the Securities and Exchange Commission. By making
the forward-looking statements, the Company undertakes no obligation to
update these statements for revisions or changes after the date of this
release.
