SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 14, 2001
VELOCITYHSI, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-31263 94-3360232
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
2175 N. California Blvd.
Suite 150 94596
Walnut Creek, California
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (925) 952-5600
None
(Former Name or Former Address, if Changed Since Last Report)
Item 3. Bankruptcy or Receivership.
On August 14, 2001, VelocityHSI, Inc. (the "Company") filed a voluntary
petition for protection under Chapter 7 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the Northern District of California,
Oakland Division. The case will promptly be assigned to a judge and a trustee
will be appointed. Prior to the filing, the Company entered into an Asset
Purchase Agreement, dated as of August 14, 2001 (the "Asset Purchase
Agreement"), with Reallinx, Inc., a Delaware corporation ("Reallinx") pursuant
to which the Company has agreed to sell, and Reallinx has agreed to buy,
substantially all of the Company's assets for a purchase price of $350,000,
subject to the approval of the Bankruptcy Court and certain other conditions
(including entering into an operating agreement with BRE Properties, Inc. with
respect to properties at which the Company conducts its current business).
Pending Bankruptcy Court approval of the Asset Purchase Agreement and
satisfaction of other closing conditions, Reallinx will provide certain interim
operating services to the Company. Whether or not the transaction is
consummated, based upon the amount of the Company's outstanding debt, it is
unlikely that any proceeds will remain for distribution to the Company's
securityholders upon the conclusion of the Company's liquidation.
On August 14, 2001, the Company issued a press release announcing the filing
of its voluntary petition for protection under Chapter 7 of the United States
Bankruptcy Code and the signing of the Asset Purchase Agreement. The press
release issued by the Company relating to the announcements is filed as Exhibit
99.1 to this report.
Item 5. Other Information.
The Company has not filed its Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2001 and does not expect to be able to be in
compliance with further reporting obligations under the Securities Exchange Act
of 1934.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The following exhibits are filed with this report on Form 8-K:
Exhibit No. Description
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99.1 Press Release of the Registrant issued on August 14,
2001.
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.
VELOCITYHSI, INC.
Date: August 14, 2001 By: /s/ Stephen E. Carlson
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Stephen E. Carlson
President and Chief Executive Officer