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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
April 8, 2002
Date of Report (Date of earliest event reported)
Edge Technology Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-20995 13-3778895
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6611 Hillcrest Avenue, #223
Dallas, Texas 75205
(Address of principal executive offices) (Zip Code)
(214) 999-2245
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of The Visionary Group, Inc.
On April 8, 2002, we acquired The Visionary Group, Inc., a
professional services firm providing IT consulting services
related to Oracle applications software. Headquartered in
Dallas, Texas, The Visionary Group has operations in Dallas and
Austin, Texas. We paid $910,000 in cash and paid approximately
$70,000 of existing debt in exchange for all the outstanding
shares of The Visionary Group. The acquisition will be accounted
for using the purchase method of accounting. As such, the assets
and liabilities of The Visionary Group will be recorded at their
estimated fair value and the results of operations will be
included in our consolidated result of operations from the date
of acquisition. The Visionary Group has 14 employees and
generated revenues of $3.4 million and break even net income in
2001. We intend to expand the operations of The Visionary Group
through the introduction of the proprietary software products we
intend to acquire as we further implement our business plan.
Founded in March 1997, The Visionary Group is an e-Business
consulting and integration services firm that specializes in
implementing, customizing, upgrading and supporting the Oracle
suite of business applications. The Visionary Group provides a
full line of application development, system upgrades and
integration of Oracle products. With a strong focus and loyalty,
The Visionary Group is able to provide its clients with a wide
range of business solutions, products and services.
The Visionary Group's IT consulting and integration services
practice consists of Project Management, Full life-cycle
development utilizing a broad range of Oracle's development
tools, as well as Functional and Technical consulting for the
Oracle CRM, Manufacturing and Financial applications.
Additionally, The Visionary Group's consultants are recognized
for their senior-level consulting expertise and knowledge.
Further, The Visionary Group has developed PRISM (Planning
Resource Implementing Solutions Methodology), a proprietary
business methodology to aid in the understanding of each client's
e-business strategy and to systematically perform packaged
solution implementations. This technology provides a proven
formula to help companies in accelerating the installation,
integration, ramp-up, and application of Oracle solutions.
The Visionary Group's reputation in the business community,
extensive Oracle partnerships and strong consulting experience
makes it an excellent cornerstone for our IT Services business
unit. The Visionary Group's focus on middle market companies
aided by their proprietary PRISM business methodology further
differentiates it as a leading Oracle business solution provider.
Competitors of The Visionary Group include the dozen or so
similarly situated privately owned IT professional service firms
located primarily throughout the North Texas region. Marketing
of The Visionary Group's services is accomplished through an in-
house sales staff of two and referral from its more than 50
established customers. Revenues are derived from providing IT
Services on a project basis, and in 2001, approximately 15% of
revenues were from repeat clients.
The Visionary Group operates from an office in Dallas of
1,985 square feet under a lease through March 2006.
For additional information regarding our acquisition of The
Visionary Group, including a copy of the Agreement and Plan of
Merger which effected the acquisition, please see our annual
report on Form 10-KSB for the year ended December 31, 2001.
Acquisition of Media Resolutions, Inc.
On April 11, 2002, we closed the previously announced
acquisition of Media Resolutions, Inc., an ASP and website
hosting company located in Dallas, Texas. We paid $330,000 in
cash and 500,000 restricted shares of our Common Stock in
exchange for all the outstanding shares of Media Resolutions.
The acquisition will be accounted for using the purchase method
of accounting. As such, the assets and liabilities of Media
Resolutions will be recorded at their estimated fair value and
the results of operations will be included in our consolidated
result of operations from the date of acquisition. Media
Resolutions has four employees and generated revenues of
approximately $283,000 and a net loss of approximately $9,800 in
2001. We will use Media Resolutions to develop and host websites
and deliver the proprietary software products we intend to
acquire as we further implement our business plan.
Media Resolutions was established in February 1999, and
specializes in application hosting while also providing an array
of other products and services including: HTML and Cold Fusion
website development, graphic design, streaming video and custom
scripting. Media Resolutions operates from a co-location site
maintained by Allegiance Telecom, Inc. in Dallas, Texas under a
short-term master service agreement.
Media Resolutions is an important component of our business
model. Using Media Resolutions, we plan to host both our own
proprietary software, once acquired, as well as our partners'
software. This will provide us with greater control over the
security, cost and feasibility of providing solutions to middle
market customers. It will also allow us to form tighter
relationships without technology partners, as we will be able to
offer services that other software partners cannot.
Additionally, Media Resolutions has developed several products
for its customer base that we expect to be able to turn into
products offered within the Business Application Software product
group.
Competitors of Media Resolutions include the hundreds of
similarly situated privately owned ASP's located throughout the
North Texas region. Marketing of Media Resolution's services is
accomplished primarily through referral from its more than 500
established customers. In 2001, 88% of revenues were derived
from hosting services provided on a month-to-month basis.
For additional information regarding our acquisition of
Media Resolutions, Inc., including a copy of the Agreement and
Plan of Merger which effected the acquisition, please see our
annual report on Form 10-KSB for the year ended December 31,
2001.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
As permitted by Form 8-K, the historical financial
information required by Regulation S-X will be filed by
an amendment to this Form 8-K no later than June 22,
2002.
(b) Pro forma Financial Information.
As permitted by Form 8-K, the pro forma financial
information required by Regulation S-X will be filed by
an amendment to this Form 8-K no later than June 22,
2002.
(c) Exhibits.
10.1 Agreement and Plan of Merger Among Edge
Technology Group, Inc., Visionary Acquisition
Corp., The Visionary Group, Inc. and The
Visionary Group Shareholders dated April 8,
2002. (incorporated by reference to Exhibit
10.23 of our annual report filed with the
Commission on Form 10-KSB for the fiscal year
ended December 31, 2001)
10.2 Agreement and Plan of Merger Among Edge
Technology Group, Inc., Media Resolutions
Acquisition Corp., Media Resolutions,
Incorporated and Media Resolutions
Shareholders dated April 11, 2002.
(incorporated by reference to Exhibit 10.24
of our annual report filed with the
Commission on Form 10-KSB for the fiscal year
ended December 31, 2001)
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 hereunto duly authorized.
Edge Technology Group, Inc.
Date: April 23, 2002 By: /s/ David N. Pilotte
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David N. Pilotte
Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
10.1 Agreement and Plan of Merger Among Edge Technology
Group, Inc., Visionary Acquisition Corp., The Visionary
Group, Inc. and The Visionary Group Shareholders dated
April 8, 2002. (incorporated by reference to Exhibit
10.23 of our annual report filed with the Commission on
Form 10-KSB for the fiscal year ended December 31,
2001)
10.2 Agreement and Plan of Merger Among Edge Technology
Group, Inc., Media Resolutions Acquisition Corp., Media
Resolutions, Incorporated and Media Resolutions
Shareholders dated April 11, 2002. (incorporated by
reference to Exhibit 10.24 of our annual report filed
with the Commission on Form 10-KSB for the fiscal year
ended December 31, 2001)