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): February 23, 2001
(February 10, 2001)
iEXALT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
75-1667097
NEVADA 00-09322 (IRS EMPLOYER
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) IDENTIFICATION NO.)
12000 AEROSPACE AVENUE, SUITE 375
HOUSTON, TEXAS 77034
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(281) 464-8400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
iExalt, Inc., a Nevada corporation ("iExalt"), announced terms of the
acquisition of certain assets of PsyCare America LLC, a Georgia limited
liability company ("PsyCare") early last November. The assets purchased are
related to the Rapha program that provides Christ-centered psychiatric treatment
and professional counseling which focuses on the physical, psychological, and
spiritual dimensions of a person in need. Four assigned customer contracts
formed the primary value of the purchased assets and each contract was subject
to consent by the related customer. iExalt and PsyCare agreed to mutually use
reasonable efforts to obtain the consent of assignment of each customer and
formal certification agreeable to each party within one hundred eighty days of
the effective date. iExalt and PsyCare have been successful in the negotiations
with each customer and have received preliminary indication that formal
certification will be achieved per the terms of the asset purchase agreement.
Purchased assets include the four assigned contracts, all rights, title
and interest to and under any and all trademarks, tradenames, and service marks
used in connection with the trademark "Rapha", and all goodwill associated
therewith, domain names Rapha-Hope and Raphacare, a toll free telephone number,
customer lists, related files, trade secrets, confidential information,
proprietary rights, inventory of printed material, software, and certain
licenses and agreements. Obligations assumed include possible severance payments
and accrued days leave related to selected employees and obligations related to
the assigned contracts and license agreement.
As consideration for the acquisition, iExalt issued a total of 200,000 of
its common shares to PsyCare at the first closing on November 1, 2000. At the
final closing on November 1, 2002 iExalt will issue common shares equal to the
final valuation. Each assigned contract that is ultimately formally certified as
valid increases the value of the purchase consideration by $200,000. Terms of
the agreement indicate that final valuation will not exceed $1,000,000 of value
in any case and final closing will occur two years after the first closing. If
at the final closing the value of such shares issued to PsyCare at the first
closing is equal to or greater than the final valuation, then no further
consideration is due. If the value of such shares is less than the final
valuation, then iExalt will issue the number of shares of its common stock to
equal the final valuation. iExalt also agreed to grant certain registration
rights with respect to any of its common shares that are issued to PsyCare.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable. The significance test related to the purchase price
and value of the acquirer's assets falls below the scope of required
financial statements.
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(b) Pro Forma Financial Information.
Not applicable. The significance test related to the purchase price
and value of the acquirer's assets falls below the scope of required
pro forma financial information.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
2.1 Amended and Restated Asset Purchase Agreement,
dated February 12, 2001, between iExalt, Inc.
and PsyCare America LLC.
4.1 Registration Rights Agreement, dated November
1, 2000.
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: February 23, 2001. iExalt, Inc.
By: /s/ CHRIS L. SISK
---------------------------------
Chris L. Sisk
Executive Vice President and
Primary Financial Officer
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INDEX TO EXHIBITS
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
2.1 Amended and Restated Asset Purchase Agreement,
dated February 12, 2001, between iExalt, Inc.
and PsyCare America LLC.
4.1 Registration Rights Agreement, dated November
1, 2000.
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