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
MARCH 30, 2000 (MARCH 17, 2000)
Date of Report (Date of earliest event reported)
ELECTRONIC PROCESSING, INC.
(Exact name of Registrant as specified in its charter)
MISSOURI 0-22081 48-1056429
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
501 KANSAS AVENUE
KANSAS CITY, KS 66105
(Address of principal executive offices)
(913) 321-6392
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 17, 2000, the Registrant acquired certain assets from PHiTECH,
Inc. ("PHiTECH") of San Francisco, California. The aggregate purchase price of
PHiTECH was $6,250,000, of which $1,000,000 is deferred and the remainder was
paid by the Registrant from its existing cash and investments and $3,500,000 of
borrowings on the Registrant's line of credit. Approximately $900,000 of the
purchase price was used to pay PHiTECH shareholder notes, lines of credit and
certain other PHiTECH liabilities. The Registrant formed a new subsidiary on
March 17, 2000, EPICAL Systems, Inc.; all transactions related to the PHiTECH
business will flow through the new subsidiary.
PHiTECH is an innovative developer of software tools for B2B
(business-to-business) e-commerce and enterprise-wide open file delivery.
PHiTECH's current DATA EXPRESS product leverages Compaq Nonstop-TM- technology
to help corporate customers secure, format and automatically route data in a
fault tolerant environment over the Internet and private networks using a wide
variety of web-based and legacy communications protocols. The DATA EXPRESS
product family includes a core data transmission/receiving engine, a real-time
communications management console, a powerful data reformatting tool and an
advanced suite of security and scheduling functions required for
enterprise-class implementations. PHiTECH provides value-added services
including systems integration, consulting and end-user education. Today, several
of the largest U.S. banking companies have already adopted PHiTECH's
technologies for e-business and financial services. In 1999, PHiTECH had
unaudited revenues from DATA EXPRESS licensing, maintenance and other services
of $2.1 million, an approximate 60% increase compared to 1998.
EPICAL Systems Inc. is expected to release JDX - a new, next generation
Java-TM--based product available for delivery in late 2000. The new product
would be offered as a library of reusable software components that can be
integrated into third-party systems and as a finished application intended to
complement DATA EXPRESS, which is a recognized market leader in open file
delivery technology. The Registrant will provide additional capital to finalize
the development and rollout of JDX
The assets acquired by the Registrant from PHiTECH include all current
assets; computer software; trademarks, tradenames and logos associated with
PHiTECH and DATAEXPRESS; all equipment, inventory, furniture, fixtures,
computers and other similar personal property; contracts, service agreements,
leases of real property and other agreements; all customer lists, books and
records, files, documentation, permits, licenses, and other intangible assets;
and all product inventory, promotional material inventory, plates, designs,
artwork and screen shots relating to the Business. The Registrant is assuming
certain contracts, accounts payable, repayment obligations of PHiTECH under its
lines of credit (paid at closing), shareholders' notes payable (paid at closing)
and certain other liabilities.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) AND (b) FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL STATEMENTS.
The financial statements required by Items 7(a) and (b) of Form 8-K
will be filed by the Registrant on or before May 30, 2000.
(c) EXHIBITS.
The following exhibits are filed herewith:
10.1 Asset Purchase Agreement dated as of March 3, 2000, between
Electronic Processing, Inc. and PHiTECH, Inc.
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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.
ELECTRONIC PROCESSING, INC.
Date: March 30, 2000
By: /s/ TOM W. OLOFSON
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Name: Tom W. Olofson
Title Chairman of the Board, Chief
Executive Officer, and Director
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