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U.S. 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):
March 10, 2000
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Socrates Technologies Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-26614 54-1707718
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
8500 Leesburg Pike, Suite 406, Vienna, VA 22183
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
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(703) 288-6500
Former name or former address, if changed since last report:
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8133 Leesburg Pike, Suite 760, Vienna, Virginia 22182
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Socrates Technologies Corporation
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant.
None.
Item 2. Acquisition or Disposition of Assets.
The Registrant's Socrates Solutions Corporation ("SSC") subsidiary
signed a definitive Asset Purchase Agreement, effective as of March 1, 2000,
("Purchase Agreement") with Object Application Systems, Inc. ("OAS") whereby SSC
acquired (the "Acquisition") substantially all of the operating assets of OAS in
exchange for $500,000 in cash to be paid before April 1, 2000 and the issuance
of 1,600,000 shares of "restricted" shares of the Registrant's Common Stock,
$0.01 par value. SSC also assumed certain OAS liabilities as part of the
Acquisition, including OAS loans to employees. Ten percent of the stock issued
in the Acquisition will be escrowed by SSC for 90 days. If there is no dispute
over the acquired OAS assets or any of the assumed liabilities, then the
escrowed shares will be released to the OAS shareholders.
OAS, founded in 1996, provides cost-effective, functional,
state-of-the-art Enterprise Resource Planning (ERP) software to small and
mid-sized enterprises engaged in process manufacturing, distribution and
converting.
Under the Purchase Agreement, SSC also entered into employment
agreements, effective March 1, 2000, with the key senior officers of OAS:
Mitchell Jerine, President of OAS, and Allen Jerinsky, the Chief Technical
Officer of OAS. SSC also agreed to employ all of the current employees of OAS.
The OAS operating assets and personnel will continue OAS' business as a division
of SSC ("Division"). Mitchell Jerine shall serve as President of the Division
and Allen Jerinsky will serve as the Chief Technical Officer of the Division.
The Division will continue to operate out of OAS' offices in New York City.
SSC was formed by the Registrant to pursue and develop the
Registrant's new business line that will be focused on delivery of software,
information technology and computer system services, solutions and maintenance
over the Internet, intranets, virtual private networks and extranets. The
Acquisition provides SSC with ERP and automated service provider (ASP)
capabilities, which are the technical foundation for the new business line.
The following pro forma consolidated condensed balance sheet of the
Registrant and OAS at March 15, 2000 gives effect to the Acquisition as if it
occurred as of that date. The following pro forma should be read in conjunction
with, the historical consolidated financial statements, including the notes
thereto, of the Registrant. For the Registrant, those financial statements are
included in its Quarterly Report on Form 10-Q for the quarters ended September
30, 1999; June 30, 1999; the Annual Report on Form 10-K for the fiscal year
ended September 30, 1999; and the Interim Report on Form 10-K for the three
months ended December 30, 1999, all of which are incorporated herein by
reference.
The pro forma consolidated condensed financial statements are
presented for informational purposes only and are not necessarily indicative of
the financial position or results of operations of the Registrant, SSC or OAS
that would have occurred had the Acquisition been consummated as of the dates
indicated. In addition, the pro forma consolidated condensed financial
statements are not necessarily indicative of the future financial condition or
operating results of the Registrant and SSC.
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Socrates Technologies Corporation and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheet
(thousands of dollars)
<TABLE>
<CAPTION>
Unaudited
March 15, 2000
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<S> <C>
ASSETS
Current Assets $ 5,215
Property and Equipment, net $ 643
Capitalized Software Costs, net $ 3,500
Goodwill, net $ 5,124
Deferred Tax Asset, net of
Valuation allowance $ 1,200
Other Assets $ 442
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TOTAL ASSETS $ 16,124
Liabilities and Stockholders Equity
Current Liabilities
Line of credit and financing
Arrangements $ 122
Accounts payable and accrued
Liabilities $ 3,598
Shareholder loans and interest $ 394
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TOTAL CURRENT LIABILITIES $ 4,114
Stockholders Equity $ 12,010
Total Liabilities and Stockholders
Equity $ 16,124
</TABLE>
Item 3. Bankruptcy or Receivership.
None.
Item 4. Changes in Registrant's Certifying Accountant.
None.
Item 5. Other Events.
The above summary is qualified in its entirety by reference to the
agreements attached as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
2. Asset Acquisition Agreement, effective March 1, 2000,between
Socrates Solutions Corporation (SSC) and Object Application Systems, Inc.;(1)
10.1 Employment Agreement, dated March 1, 2000, between Mitchell Jerine
and SSC; (1)
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10.2 Employment Agreement, dated March, 1, 2000, between Allen Jerinsky
and SSC; (1)
99.1 Press Release, dated March 16, 2000, re: Asset Acquisition
Agreement between SSC and Object Application Systems, Inc. (1)
(1) To be filed by amendment
Item 8. Change in Fiscal Year.
None.
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.
Date: March 15, 2000
/s/ Paul W. Richter
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Paul W. Richter, General Counsel,
Secretary, Vice President-Corporate
Development and Director of Human
Resources
