SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 31, 2005
(Date of earliest event reported)
CIPRICO INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-11336 | | 41-1749708 |
(Commission File No.) | | (IRS Employer
Identification No.) |
17400 Medina Road, Plymouth, MN 55447
(Address of Principal Executive Offices)(Zip Code)
(763) 551-4000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Acquisition or Disposition of Assets.
This filing amends the Current Report on Form 8-K of Ciprico Inc. filed with the Securities and Exchange Commission on February 2, 2005 to file the required financial statements and pro forma financial information required by Item 7.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not required
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of Ciprico Inc. and Huge Systems, Inc. as of December 31, 2004 and the unaudited pro forma condensed combined statement of operations of Ciprico Inc. and Huge Systems, Inc. for the fiscal year ended September 30, 2004 and the three-month period ended December 31, 2004 are filed as Exhibit 99.2.
(c) Exhibits.
2.1 Asset Purchase Agreement dated January 31, 2005 by and among Ciprico Inc., Huge Systems, Inc., and the Principals named therein. *
10.1 Short Term Promissory Note of Ciprico Inc. dated as of January 31, 2005 in the original principal amount of $300,000. *
10.2 Promissory Note of Ciprico Inc. dated as of January 31, 2005 in the original principal amount of $1,412,545.10. *
99.1 Press Release, dated as of February 1, 2005. *
99.2 Unaudited pro forma condensed combined balance sheet of Ciprico Inc. and Huge Systems, Inc. as of December 31, 2004 and the unaudited pro forma condensed combined statement of operations of Ciprico Inc. and Huge Systems, Inc. for the fiscal year ended September 30, 2004 and the three-month period ended December 31, 2004.
*Previously filed.
Certain related transaction documents and the exhibits and/or schedules thereto including the Asset Purchase Agreement (Exhibit 2.1) are not being filed herewith. The Registrant undertakes to furnish a copy of any omitted transaction documents as well as the exhibits or schedules thereto to the Commission upon request. Pursuant to Item 601(b)(2) of Regulation S-K, the following is a list of the omitted transaction documents and schedules.
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Omitted Transaction Documents:
Option Agreement – Michael Anderson
Option Agreement – Tina Bow
Warrants to Additional Huge Systems Stockholders
Assignment and Confidentiality Agreement
Assignment and Assumption Agreement
Bill of Sale
Patent Assignment Agreement
Estimated Closing Balance Sheet
Notice and Acknowledgment of Advance Request
Third Party Consents
Consent of Huge Systems Directors and Shareholders
Exhibits and Schedules to the Asset Purchase Agreement:
Exhibits | | |
Exhibit A | | Short-Term Promissory Note (filed as an exhibit to this Current Report on Form 8-K) |
Exhibit B | | Assignment of Leases and Consent to Assignment of Leases |
Exhibit C | | Holdback Note (filed as an exhibit to this Current Report on Form 8-K) |
Exhibit D | | Opinion of Counsel for Seller |
Exhibit E-1 | | Employment Agreement – Michael Anderson |
Exhibit E-2 | | Employment Agreement – Tina Bow |
| | |
Schedules | | |
Schedule 2.2.3 | | Retained Assets |
Schedule 2.3.1 | | Assumed Contracts |
Schedule 2.5 | | Purchase Price Allocation |
Schedule 3.1.1 | | Equipment |
Schedule 3.1.2 | | Patents, Trademarks, Formulas, Etc. |
Schedule 3.1.3 | | Certain Agreements, Etc. |
Schedule 3.1.4 | | Permits, Licenses, Etc. |
Schedule 3.1.5 | | Loans and Credit Agreements, Etc. |
Schedule 3.1.6 | | Insurance Policies and Claims |
Schedule 3.1.7 | | Employee Plans |
Schedule 3.2 | | Organization; Directors and Officers |
Schedule 3.3 | | Subsidiaries |
Schedule 3.4 | | Authority |
Schedule 3.5 | | Financial Statements |
Schedule 3.6.3 | | Undisclosed Liabilities |
Schedule 3.8 | | Litigation |
Schedule 3.9 | | Compliance with Law |
Schedule 3.11 | | Consents |
Schedule 3.12 | | Title to and Condition of Assets |
Schedule 3.13 | | Contracts |
Schedule 3.14 | | Manufacturing Processes/Inventories |
Schedule 3.15 | | Warranties |
Schedule 3.16 | | Intellectual Property |
Schedule 3.17 | | Leased Real Estate |
Schedule 3.19.2 | | Multi-Employer Plan |
Schedule 3.19.3 | | No Employee Plan |
Schedule 3.21 | | Product Liability Claims |
Schedule 3.22 | | Relations with Suppliers and Customers |
Schedule 3.23 | | Environmental Matters |
Schedule 3.24 | | Contracts with Related Parties |
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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.
| | Ciprico Inc. |
| | |
| By | /s/ Thomas S. Wargolet | |
Date: March 30, 2005 | | Thomas S. Wargolet, Vice President
Finance / Chief Financial Officer
(Principal Financial and Accounting
Officer) |
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EXHIBIT INDEX
to
Form 8-K Current Report
CIPRICO INC.
Exhibit Number | | Description |
| | |
2.1 | | Asset Purchase Agreement dated January 31, 2005 by and among Ciprico Inc., Huge Systems, Inc., and the Principals named therein. * |
| | |
10.1 | | Short Term Promissory Note of Ciprico Inc. dated as of January 31, 2005 in the original principal amount of $300,000. * |
| | |
10.2 | | Promissory Note of Ciprico Inc. dated as of January 31, 2005 in the original principal amount of $1,412,545.10 * |
| | |
99.1 | | Press Release dated as of February 1, 2005. * |
| | |
99.2 | | Unaudited pro forma condensed combined balance sheet of Ciprico Inc. and Huge Systems, Inc. as of December 31, 2004 and the unaudited pro forma condensed combined statement of operations of Ciprico Inc. and Huge Systems, Inc. for the fiscal year ended September 30, 2004 and the three-month period ended December 31, 2004. |
*Previously filed.
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