UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): June 1, 2000
MDSI Mobile Data Solutions Inc.
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(Exact name of registrant as specified in its charter)
CANADA 0-28968 Not Available
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(Jurisdiction of (Commission file number) (I.R.S. Employer
incorporation) Identification No.)
10271 Shellbridge Way
Richmond, British Columbia,
Canada V6X 2W8
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(Address of principal executive offices)
Registrant's telephone number, including area code: (604) 207-6000
Not Applicable
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(Former name or address, if changed since last report)
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ITEM 2. Acquisition or Disposition of Assets.
On June 1, 2000, MDSI Mobile Data Solutions Inc. (the "MDSI") consummated a
merger of MDSI Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of MDSI, with and into Connectria Corporation
("Connectria"), a Missouri Corporation, pursuant to which Connectria became a
wholly-owned subsidiary of MDSI. In consideration for the merger, upon its
completion, each share of Connectria capital stock was converted into the right
to receive .13745 shares of MDSI common stock, for a total of 845,316 shares of
MDSI common stock. Each holder of Connectria capital stock who would otherwise
have been entitled to receive a fraction of a share of MDSI common stock
received cash in lieu thereof. This cash portion was funded using MDSI's working
capital. Each option to acquire one share of Connectria capital stock was
converted into an option to acquire .13745 shares of MDSI common stock, for
options to acquire a total of 583,037 shares of MDSI common stock. The purchase
price for Connectria was determined through negotiation of the parties, who were
dealing at arm's length.
MDSI and the shareholders of Connectria also entered into registration
rights agreements, which provide for the registration of up to 20% of each
shareholder's shares of MDSI common stock issued as a result of the merger.
On the consummation of the merger, the Board of Directors of MDSI appointed
Richard S. Waidmann, a founder and the President, Secretary and Chairman of
Connectria, as a Director of MDSI.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of the Business Acquired.
It is impractical to provide the required financial statements for
Connectria at the date of the filing of this Form 8-K. The required
financial statements will be provided as soon as practicable but not later
than sixty days after the date of this Form 8-K.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial information
at the date of the filing of this Form 8-K. The required pro forma
financial information will be provided as soon as practicable but not later
than sixty days after the date of this Form 8-K.
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(c) Exhibits.
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization, dated as of May 9,
2000, among MDSI, MDSI Acquisition Corporation, Connectria
and Certain Principal Shareholders, including a list of
exhibits thereto. Such exhibits are not filed, but the
registrant undertakes to furnish a copy of any such exhibit
to the Securities and Exchange Commission upon request.
4.1 Form of Voting, Lockup and Registration Rights Agreement
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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 duly
authorized undersigned.
MDSI Mobile Data Solutions Inc.
June 14, 2000 /s/ Kenneth Miller
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(Date) Kenneth Miller,
Chief Executive Officer and Director
