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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
January 3, 2001
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Date of Report
(Date of earliest event reported)
AVT CORPORATION
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(Exact name of registrant as specified in its charter)
Washington 0-25186 91-1190085
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
11410 N.E. 122nd Way
Kirkland, Washington 98034
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(Address of principal executive offices, including zip code)
(206) 820-6000
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(Registrant's telephone number, including area code)
Page 1 of 4
Exhibit Index on Page 5
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Item 2. Acquisition or Disposition of Assets
On January 3, 2001, AVT Corporation ("AVT") acquired Infinite
Technologies, Inc., a Maryland corporation ("Infinite"), pursuant to an
Agreement and Plan of Merger dated as of January 3, 2001 (the "Merger
Agreement") among AVT, Raven Acquisition Corp., a Washington corporation and a
wholly owned subsidiary of AVT ("Acquisition Sub"), Infinite and the
stockholders of Infinite. Pursuant to the Merger Agreement, Infinite was merged
into Acquisition Sub and became a wholly owned subsidiary of AVT. Under the
terms of the Merger Agreement, total consideration paid by AVT will be up to
approximately $24.0 million, approximately $4.0 million of which is subject to
an earn-out provision described below.
At closing, AVT paid an aggregate of $9,080,086 in cash ($462,501 of which
was deposited into an escrow account) and issued 1,631,622 shares of the AVT's
common stock (5% of which were also deposited into the escrow account). The
holder of Infinite's Class A common stock will receive up to $2,935,065 in a
combination of cash and AVT common stock under a deferred payment arrangement
over the next three years. In addition, the holder of Infinite's Class A common
stock is eligible to receive an additional amount of up to $3,913,422 in a
combination of cash and AVT common stock under an earn-out arrangement over the
next three years. The earn-out will be based on the achievement of business
objectives to be agreed upon by AVT and the holder of Infinite's Class A common
stock. Except for the earn-out, which is expected to be expensed by AVT as
compensation, the transaction will be accounted for using the purchase method of
accounting.
The cash and shares deposited into the escrow account will be available to
compensate AVT for certain losses that it may incur as a result of breaches of
representations and warranties and other agreements by Infinite and/or the
stockholders of Infinite. The escrow will terminate 45 days after the date on
which AVT's independent accountants issue an audit report for AVT and its
consolidated subsidiaries for the year ended December 31, 2001, but in no event
later than July 1, 2002, at which time any cash and/or shares which have not
been claimed by AVT for losses will be distributed to the Infinite stockholders.
There were no relationships prior to the merger between Infinite or any of its
stockholders and AVT or any of its affiliates, any director or officer of AVT or
any associate of any such director or officer.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Number Description
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10.1 Agreement and Plan of Merger among AVT Corporation,
Raven Acquisition Corp., Infinite Technologies, Inc.
and the stockholders of Infinite, dated as of January
3, 2001.
10.2 Escrow Agreement among AVT Corporation, Raven
Acquisition Corp., Brett Warthen, as Shareholder
Shareholder Representative, and Mellon Investor
Services, LLC, escrow agent, dated as of January 3,
2001.
99.1 Press Release
Page 3
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SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AVT Corporation
By /s/ Jeffrey B. deCillia
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Dated: January 17, 2001 Jeffrey B. deCillia, Executive Vice President
and Chief Financial Officer
Page 4
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INDEX TO EXHIBITS
Exhibit
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Number Description
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10.1 Agreement and Plan of Merger among AVT Corporation,
Raven Acquisition Corp., Infinite Technologies, Inc. and
the stockholders of Infinite, dated as of January 3,
2001.
10.2 Escrow Agreement among AVT Corporation, Raven
Acquisition Corp., Brett Warthen, as Shareholder
Representative, and Mellon Investor Services, LLC, as
escrow agent, dated as of January 3, 2001.
99.1 Press Release
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