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 29, 2001
PIERCE INTERNATIONAL DISCOVERY, INC.
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA
------------------------------------------------------
(State or other jurisdiction of incorporation)
33-30743 84-1121360
---------------------- ----------------------------
(Commission File Number) (IRS Employer Identification No.)
6975 SOUTH UNION PARK CENTER, STE. 600
SALT LAKE CITY, UT 84047
-----------------------------------------------------
(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code): (801) 256-9600
N/A
-------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 5.
OTHER EVENTS On March 28, 2001, Pierce International Discovery, Inc. signed a definitive agreement to acquire Emergisoft
Holding, Inc. in a stock-for-stock merger. By April 30, 2001, the merger of Emergisoft with EMS Acquisition Corp., a wholly owned
subsidiary of Pierce will be completed. The transaction will result in the issuance of 46,155,110 (in excess of a majority) of
Pierce common stock to the stockholders of Emergisoft in exchange for 100% of the equity interests of Emergisoft. Pierce will then
change its name to Emergisoft Holding, Inc. after completion of the merger process and 23,364,275 presently outstanding shares of
Pierce, owned by a single individual, will be canceled, leaving a total of 48,793,843 shares issued and outstanding. Emergisoft will
be a wholly-owned subsidiary of Pierce and the present holders of Emergisoft will own approximately 94.59% of the outstanding
interest and voting rights of Pierce.
The merger will not require approval of shareholders of Pierce. Holders of a majority of the shares of stock of Emergisoft
have approved the merger. Closing of the merger is subject to customary conditions, including various regulatory filings.
The merger agreement contemplates that Richard Manley, President and Chief Executive Officer of Emergisoft will be appointed
President, CEO and a director of Pierce. The current sole officer and director will resign from these positions with the parent
company upon Mr. Manley's appointment. Mr. Manley intends to appoint Dan Witte, James L. Williams, Ron Hellstern, Kenna Bridgmon,
and Joe Eppes as officers and Dan Witte, Ron Hellstern, Kenna Bridgmon, Ash Huzenlaub, Jason Sear, and Cameron Ware as additional
directors. Messrs. Manley, Witte, Williams, Hellstern, Eppes, Ware, Sear and Huzenlaub and Ms. Bridgmon will serve until their
respective successors are elected and qualified.
SIGNATURE
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.
Date: March 29, 2001 PIERCE INTERNATIONAL DISCOVERY, INC.
(Registrant)
By:/s/Lionel L. Drage
---------------------------------------
Lionel L. Drage, President
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99 Press Release dated March 29, 2001 by the Registrant.
PIERCE INTERNATIONAL DISCOVERY, INC.
FOR IMMEDIATE RELEASE
PIERCE TO ACQUIRE
TEXAS-BASED EMERGISOFT HOLDING, INC.
SALT LAKE CITY, UT (April 2, 2001) - Pierce International Discovery, Inc. (OTC: PIDI) announced today that it has signed a
definitive agreement to acquire Emergisoft Holding, Inc. in a stock-for-stock merger. The transaction is expected to be completed on
or before April 30, 2001, by the merger of Emergisoft with EMS Acquisition Corp., a wholly owned subsidiary of Pierce. The
transaction will result in the issuance of 46,155,110 (in excess of a majority) of the Pierce common stock to the stockholders of
Emergisoft in exchange for 100% of the equity interests of Emergisoft. Pierce will then change its name to Emergisoft Holding, Inc.
after completion of the merger process and 23,364,275 presently outstanding shares of Pierce, owned by a single individual, will be
canceled, leaving a total of 48,793,843 shares issued and outstanding. Emergisoft will be a wholly-owned subsidiary of Pierce and
the present holders of Emergisoft will own approximately 94.59% of the outstanding interest and voting rights of Pierce.
The merger will not require approval of shareholders of Pierce. Holders of a majority of the shares of stock of Emergisoft
have approved the merger. Closing of the merger is subject to customary conditions, including various regulatory filings.
The merger agreement contemplates that Richard Manley, President and Chief Executive Officer of Emergisoft will be appointed
President, CEO and a director of Pierce. The current sole officer and director will resign from these positions with the parent
company upon Mr. Manley's appointment. Mr. Manley intends to appoint Dan Witte, James L. Williams, Ron Hellstern, Kenna Bridgmon,
and Joe Eppes as officers and Dan Witte, Ron Hellstern, Kenna Bridgmon, Ash Huzenlaub, Jason Sear, and Cameron Ware as additional
directors. Messrs. Manley, Witte, Williams, Hellstern, Eppes, Ware, Sear and Huzenlaub and Ms. Bridgmon will serve until their
respective successors are elected and qualified.
Pierce International Discovery, Inc. was organized in 1989 in the State of Colorado and subsequently changed domicile to
Nevada in 1999. Pierce has been inactive for a number of years.
Emergisoft Holding, Inc., based in Arlington, Texas, is a leader in the design and implementation of Clinical Patient
Management Systems for hospital Emergency Department automation across the United States. Emergisoft streamlines patient
documentation, protecting against errors and litigation, fulfilling government compliance, optimizing revenue recovery and
controlling physicians' and nurses' costs and charges.
