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) January 12,2000
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AUTHORISZOR INC.
(Exact name of registrant as specified in charter)
Delaware 33-28562 75-2661571
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1 Justin Road
Natick, Massachusetts 01760-5565
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (508) 650-3916
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8201 Preston Road, Suite 600, Dallas, Texas 75225
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On January 28, 2000, Authoriszor Inc. (the "Company") completed the
sale (the "Sale") of all of the share capital of Toucan Mining Plc ("Toucan
Mining"), a wholly owned subsidiary of the Company, for an aggregate
consideration of (pound) 500,000. The sale of Toucan Mining was made to Golden
Ridge Group Limited, a company registered in the British Virgin Islands,
pursuant to a Share Sale Agreement, dated January 28, 2000 (the "Agreement").
On the same date, and prior to the aforementioned sale of Toucan
Mining, Toucan Mining transferred to the Company for a consideration of (pound)
1.00 the beneficial interest in 2 million ordinary shares, (the "Minmet
Shares"). The Minmet Shares cannot be sold by the Company without the consent of
Minmet plc until January 6, 2001. In addition, Toucan Mining transferred to the
Company for a consideration of (pound) 1.00 warrants to subscribe for a further
7.7 million ordinary shares of Minmet plc at an exercise price of (pound) 0.08
(the "Warrant Shares"). The Company is not contractually restricted from selling
the Warrant Shares.
Accordingly, at the time of the Sale, the assets of Toucan Mining
consisted primarily of certain mining claims in Brazil, the right to acquire
certain additional mining claims in Brazil, and 8,030,000 shares of Minmet plc,
8 million of which cannot be sold without the consent of the Minmet plc until
January 6, 2001.
The Company had previously announced a spin-off of Toucan Mining to its
stockholders, subject to the satisfaction of certain conditions, including the
registration of the shares of Toucan Mining pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Toucan Mining had filed with the
Securities and Exchange Commission a registration statement on Form 20-F to
register its shares under the Exchange Act but had not completed the
registration process. In light of the Company's need to dispose of its mining
interests (except for the retained Minmet Shares and Warrant Shares) in a timely
fashion in order to be able to pursue its current internet security business,
the Company determined to sell Toucan Mining rather than completing the
registration process and pursuing the proposed spin-off of Toucan Mining.
Item 5. Other Events
At a meeting of the Board of Directors of the Company on January 12,
2000, Richard A. Langevin was appointed Chief Executive Officer, President and
Director of the Company.
The Board of Directors of the Company also appointed Sir Malcolm
Rifkind as a non-executive director. However, the number of members of the Board
of Directors of the Company remained at seven, as L. Clark Arnold and Robert A.
Pearce resigned as directors and officers of the Company.
Additionally, the Company has changed the location of its principal
executive offices. The principal executive offices of the Company are located at
1 Justin Road, Natick, Massachusetts 01760-5565.
In addition, the Company has placed 2,727,273 shares of its common
stock, par value $.01 per share (the "Common Stock"), at $11.00 per share. The
offering is expected to close on February 16, 2000. This placement was made
pursuant to Regulation S under the United States Securities Act of 1933, as
amended (the "Securities Act") in the United Kingdom and Europe. The gross
proceeds of the placement will be $30,000,003. The Company has agreed to grant
certain registration rights to the purchasers of these shares. In addition, the
Company granted an option to the placement agent to purchase 136,363 shares of
common stock at an exercise price of $11.00 per share.
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The current offering of such securities has not been registered under
the Securities Act pursuant to Regulation S, and the placement shares may not be
offered, sold or delivered in the current offering in the United States or to or
for the account or benefit of any United States Person (as such terms are
defined in Regulation S) . Such securities may not be reoffered or resold in the
United States absent registration under the Securities Act or pursuant to an
applicable exemption from such registration requirements. Hedging transactions
in Common Stock may not be engaged in unless in compliance with the Securities
Act.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
Not applicable.
(b) Pro forma financial information
Not applicable.
(c) Exhibits
2.1 Share Sale Agreement, dated as of January 28, 2000,
by and between Authoriszor Inc. and Golden Ridge
Group Limited.
99.1 Press Release, dated February 8, 2000, with respect
to the offering of securities pursuant to Regulation
S.
99.2 Press Release, dated February 11, 2000, with respect
to the placement of securities pursuant to Regulation
S.
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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.
Authoriszor Inc.
(Registrant)
Date: February 14, 2000 By: /s/ Richard A. Langevin
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Richard A. Langevin
President and Chief Executive Officer
(Principal Executive Officer)
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