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 31, 1998
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SUNBURST ACQUISITIONS I, INC.
(Exact name of registrant as specified in charter)
Colorado 000-22661 84-1135638
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
The Beren, Blisworth Hill Farm
Stoke Road
Blisworth, Northamptonshire NN7 3DB
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (01604) 859893
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4807 South Zang Way, Morrison Colorado 80165
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(Former name or former address, if changed since last report)
Item 1. CHANGES IN CONTROL OF REGISTRANT
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On August 31, 1998, Sunburst Acquisitions I, Inc., a Colorado
corporation ("Sunburst"), consummated the acquisition of all of the issued and
outstanding capital stock of Invu PLC, a company incorporated under English law
("Invu"), in exchange for 26,506,552 shares (the "Share Exchange") of common
stock, no par value, of Sunburst (the "Common Stock"), pursuant to a Share
Exchange Agreement, dated as of May 19, 1998, by and between Sunburst and
Montague Limited ("Montague"), an Isle of Man company (as amended by that
certain First Amendment to Share Exchange Agreement, dated as of July 23, 1998
(the "Share Exchange Agreement"). As a result of the Share Exchange, a change of
control of Sunburst occurred. See Item 2 for a description of the Share Exchange
and related transactions.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
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The Share Exchange
General. Effective August 31, 1998, as a result of the Share Exchange,
Invu became a wholly-owned subsidiary of Sunburst. As conditions precedent to
the consummation of the Share Exchange, (i) Montague received a power of
attorney from Halcyon Enterprises Plc, a company incorporated under English law
("Halcyon"), to transfer its shares of Invu to Sunburst, and (ii) all of the
outstanding shares of Series A Convertible Preferred Stock of Sunburst (the
"Preferred Stock") were converted into Common Stock of Sunburst at a conversion
rate of two (2) shares of Common Stock for each share of Preferred Stock. As of
August 31, 1998, Sunburst had a total of 2,190,000 shares of Common Stock issued
and outstanding after the conversion of the Sunburst Preferred Stock. Upon
consummation of the Share Exchange, Montague and Halcyon (collectively, the
"Invu Shareholders") received in the aggregate 26,506,552 shares of Common Stock
of Sunburst in exchange for all of the issued and outstanding share capital of
Invu. The shares of Common Stock received by the Invu Shareholders in the Share
Exchange were issued in a transaction exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act")
and, therefore, are restricted securities. In addition, Sunburst issued
1,510,344 shares of Common Stock to Robert P. Jeffcock (the "Consultant")
pursuant to an agreement regarding consulting services, dated May 15, 1998, for
introducing Invu to Sunburst and for agreeing to pay certain expenses if the
Share Exchange was not consummated. The shares issued to the Consultant were
issued pursuant to a registration statement on Form S-8 under the Securities
Act. Pursuant to the Share Exchange Agreement, Invu deposited $500,000 into an
account maintained by INVU Services Limited, a company organized under English
law, and a wholly-owned subsidiary of Invu ("Invu Services"), on July 30, 1998,
and was required to deposit an additional $500,000 within fourteen (14) days
after the consummation of the Share Exchange. Sunburst has agreed to extend this
fourteen (14) day period for an additional twenty-one (21) days. These funds
will provide future working capital for Sunburst.
The relative stock ownership of Sunburst is currently as follows: (i)
Sunburst shareholders immediately prior to the Share Exchange - 7.25%; (ii) the
Consultant - 5%; and (iii) the Invu Shareholders - 87.75%.
Directors and Officers of Sunburst. Effective on August 31, 1998, the
directors and officers of Sunburst resigned and the following persons were
appointed directors and officers of Sunburst: David Morgan -- Director,
President and Chief Executive Officer, Martyn Doherty -- Director, Vice
President -- Chief Financial Officer and Secretary, and Paul O'Sullivan --
Director and Vice President -- Director of Development.
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Proposed Name Change. A change in the name of Sunburst to "INVU, Inc."
is expected to be effected subject to approval of such action by the
shareholders of Sunburst following compliance with applicable SEC proxy rules.
INVU
General. Invu is a software development company incorporated on May 23,
1997 under the laws of the United Kingdom. The principal executive office of
Invu and its subsidiaries is located at The Beren, Blisworth Hill Farm, Stoke
Road, Blisworth, Northamptonshire NN7 3DB. Invu has two (2) wholly-owned
subsidiaries, Invu Services and Invu International Holdings Limited, a company
incorporated under English law ("Invu Holdings" and together with Invu and Invu
Services, collectively, the "Invu Group"). The former is the sales, marketing
and trading company and the latter holds the intellectual property rights to the
INVU software.
Management.
David Morgan - Mr. Morgan is 37 years old and graduated in 1982 from
the University of Warwick with a Bachelor of Laws degree, with honors. From 1982
to 1986, he was assistant to the Director of the Industrial & Marine Division of
Rolls Royce plc. From 1986 to 1991, he was Group Commercial Manager of Blackwood
Hodge plc, a worldwide distributor of construction and earthmoving equipment.
From 1991 to 1992, he was managing director of Hunsbury Computer Services Ltd, a
systems integrator and subsidiary of Blackwood Hodge. From 1992 to 1995, he was
Managing Director of the UK subsidiary of Network Imaging Inc., an international
software and systems house. From 1995 to 1996, he was Managing Director of
Orchid Ltd, a UK systems house. From 1996 to date, he has been the Chief
Executive Officer of Invu.
Martyn Doherty (Finance Director) - Mr. Doherty is 41 years old, a
qualified chartered accountant and was a partner in a firm of accountants from
1981 to 1993. From 1993 to November 1997, Mr. Doherty was Managing Director of
Car Group which was engaged in the distribution business. From November 1997 to
present, Mr. Doherty has served as a director and Chief Financial Officer of
Invu.
Paul O'Sullivan (Director of Development) - Mr. O'Sullivan is 29 years
old and graduated from the University of Birmingham with a Bsc (Honors) degree
in Computer Sciences. From September 1992 to January 1994 he was a software
engineer with British Telecom, and from January 1994 to October 1995 was a
senior systems analyst with Abbey National plc. From October 1995 to May 1996 he
was a senior system developer with Orchid Limited. Between May 1996 and November
1997 Paul was a consultant to British Telecom, Royal Bank of Scotland and Pearl
Assurance before joining Invu as Director of Development, which position he
currently holds.
Product. Invu's business is the development and sale of document and
information management software.
Invu's software programs operate on networked PC and client server
systems and allow documents of any size to be scanned onto computer memory and
retrieved instantly. Invu plans to sell four variations of the software program
"INVU," all concerned with the storage and retrieval of documents as follows:
i. INVU SOLO: Entry level information and document management.
ii. INVU PRO Version 4.0: as SOLO but with certain advanced features.
iii. INVU PRO Network Edition - Multi User.
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iv. INVU WEBFAST: Information and document retrieval over the internet
via a browser.
INVU organizes all applications and information on the desktop,
allowing users to search, retrieve and view documents across a network and/or
through a web browser. INVU's features include: scanning from compatible
sources; import of any file type; batch import; document creation using any
third party windows package; fast and easy retrieval; fax-send and receive;
document version control; audit logging; advanced query; full index field
customization and integration with Microsoft e-mail workflow security and
administration functions. Management believes that INVU is an advanced, yet
easy-to-use, low-cost document management solution for small-to-medium-sized
businesses.
Major Contracts. The Invu Group has entered into (i) a Reseller
Agreement, dated as of March 16, 1998, by and between Invu Services and Computer
Associates Plc (the "Reseller Agreement"), and (ii) a Limited Manufacturing
Agreement, dated as of March 25, 1998, by and between Invu Services and Centura.
These contracts involve joint marketing, press releases, distribution and the
use of combined technologies. Both Computer Associates Plc and Centura will be
endorsing INVU by use of their own logotypes on INVU materials and shrink-wrap
packaging containing the software. The product has been tested in three sites as
well as being used in-house at Invu. Invu plans to open an office in the United
States by the end of the first quarter of 1999 and to launch sale of its
products to the public by the end of October 1998. On July 10, 1998, Invu and
Computer Associates Plc executed a memorandum confirming certain agreements
between Invu and Computer Associates Plc with respect to the bundling and
marketing of Invu's products under the Reseller Agreement.
On September 10, 1998, Computer Associates International, Inc. ("CA")
announced that INVU will bundle CA's Jasmine object-oriented database and Ingres
II relational database with INVU Pro Network Edition information and document
management software. The new integrated solution allows INVU Pro Network Edition
clients to leverage the multimedia and Internet capabilities of Jasmine and
Ingres II's gateway and replication facilities for integrating enterprise
information. This bundling of INVU's software with CA's databases will be
marketed to small-to-medium-sized enterprises as a comprehensive, user-friendly
document management product. In the same press release, Fujitsu stated its
intention to ship INVU with several of its document scanners.
Management believes that the market for document and information
management is expanding significantly. Paper scanner sales are accelerating in
the United States, and a key finding of AIIM International's (the Association
for Information and Image Management) new industry report entitled "State of the
Document Technologies Market, 1996-2002" is that the market is expected to grow
from approximately $13.9 billion in 1998 to more than $33 billion by the year
2002. INVU, being fully integrated, addresses this market, at a price
performance which management believes to be extremely competitive.
Certain of the information contained in this Report on Form 8-K
constitutes forward looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended, that involves certain risks and uncertainties. The actual results that
are achieved may differ materially from any forward looking statements due to
such risks and uncertainties. Although Sunburst believes that the expectations
reflected in such forward looking statements are based upon reasonable
assumptions, it can give no assurance that its expectations will be achieved.
Subsequent written and oral forward looking statements attributable to Sunburst
or persons acting on its behalf are expressly qualified in their entirety by
reference to such risks and uncertainties.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
It is impracticable to provide all of the required financial statements
for Sunburst or Invu at this time. The registrant will file such financial
statements as soon as practicable, but no later than 60 days after the date
hereof.
(b) Pro forma financial information.
It is impracticable to provide the required pro forma financial
statements for Sunburst or Invu at this time. The registrant will file such
financial statements as soon as practicable, but no later than 60 days after the
date hereof.
(c) Exhibits.
The following exhibits are furnished in accordance with Item
601 of Regulation S-K.
*2.1 Share Exchange Agreement, dated as of May 19, 1998,
by and among Sunburst Acquisitions I, Inc. and
Montague Limited. (The Disclosure Schedules and
Exhibits have been omitted pursuant to Regulation S-B
601(b)(2)) (incorporated by reference to Sunburst's
Current Report on Form 8-K dated May 19, 1998).
*2.2 First Amendment to Share Exchange Agreement, dated as
of July 23, 1998, by and between Sunburst
Acquisitions I, Inc. and Montague Limited
(incorporated by reference to Sunburst's Current
Report on Form 8-K/A dated July 23, 1998).
*10 Agreement regarding consulting services, dated May
15, 1998, by and between Robert P. Jeffcock and
Sunburst (incorporated by reference to Sunburst's
Annual Report on Form 10-KSB filed with the
Commission for the fiscal year ended April 30, 1998).
99.1 Press Release of Sunburst dated August 31, 1998.
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* Previously filed.
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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.
SUNBURST ACQUISITIONS I, INC.
(Registrant)
Date: September 14, 1998 By: /s/ David Morgan
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David Morgan
President and Chief
Executive Officer
(Principal Executive
Officer)
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INDEX TO EXHIBITS
Exhibit No. Exhibit Page
*2.1 Share Exchange Agreement, dated as of May 19,
1998, by and between Sunburst Acquisitions I, Inc.
and Montague Limited, which includes the Invu
Disclosure Schedule, the Sunburst Disclosure
Schedule and Exhibit 9(n) - Form of Release (the
Disclosure Schedules and Exhibits have been omitted
pursuant to Regulation S-B 601(b)(2) but will be
furnished to the Securities and Exchange Commission
upon request) (incorporated by reference to
Sunburst's Current Report on Form 8-K dated May
19, 1998).
*2.2 First Amendment to Share Exchange Agreement, dated
as of July 23, 1998, by and between Sunburst
Acquisitions I, Inc. and Montague Limited
(incorporated by reference to Sunburst's
Current Report on Form 8-K/A dated July 23, 1998).
*10 Agreement regarding consulting services, dated
May 15, 1998, by and between Robert P. Jeffcock
and Sunburst (incorporated by reference to Sunburst's
Annual Report on Form 10-KSB filed with the Commission
for the fiscal year ended April 30, 1998).
99.1 Press Release of Sunburst dated August 31, 1998.
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* Previously filed.
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