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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
Date of Report (Date of earliest event reported): December 29, 2000
HTTP TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-26886 13-3758042
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
46 Berkeley Square, London W1J 5AT, United Kingdom
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(Address of Principal Executive Offices) (Zip Code)
011-44 20 7598-4070
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(Registrant's Telephone Number, Including Area Code)
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSTION OF ASSETS.
On December 29, 2000, HTTP Technology, Inc. (the "Company") acquired all
of the issued and outstanding shares of HTTP Insights Limited ("Insights"),
(formerly Nightingale Technologies), in a stock-for-stock transaction (the
"Offer"). Pursuant to the Offer, on February 22, 2001, the Company isued
15,000,000 shares of its Common Stock, par value $.001, upon its receipt of
validation by the Defence Evaluation and Research Agency ("DERA") as to the
technical and commercial viability of Insights' proprietary technology. A
further 15,000,000 shares will be issued either upon the Company's first use
of a medical imaging prototype for scan analysis with third parties or upon
appropriate validation being provided to DERA as to the technical novelty and
commerical viability of same, whichever shall be earlier.
Insights is a technology development company which has developed a
revolutionary, proprietary Data Classification Engine ("DCE"). The Company
is currently focused on in-house development of the initial technology
platform as well as the commercialization of its technology applications,
which it seeks to achieve through a combination of joint ventures and
licensing agreements.
The Company's DCE is not a stand-alone product in its own right but
rather a component of several potential applications, including: data mining,
medical image analysis or speech recognition. The performance of such
software applications is primarily determined by the speed and accuracy of
the data classification engine which drives them. The Company's DCE consists
of four modules: (i) a hierarchical clustering algorithm; (ii) a statistical
modeling algorithm; (iii) a data classification algorithm; and (iv) a
prediction algorithm. A process which combines these modules is capable of
delivering unparalleled accuracy without compromising processing speed.
The Company owns the intellectual property rights to this unique
technology which pertains to both products and processes. The Company has
also taken appropriate steps to protect its proprietary technology through
strict security protocols and the filing of multiple patent applications.
In order to speed the development process, the Company has approached third
party software developers to assist in the internal development of specific
applications for data analysis and classification from the Data
Classification Engine. The Company intends to undertake a number of joint
ventures with partners who have existing distribution infrastructures and are
market leaders in their respective fields. The outsourcing of software
development and cost sharing with third-party vendors and joint venture
partners may lead to a significant reduction in development costs and time to
market.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The audited financial statements of the business
acquired will be filed by amendment to this
Current Report on Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION
The PRO FORMA financial information will be filed
by amendment to this Current Report on Form 8-K.
(c) EXHIBITS
EXHIBIT 10.1 Share Sale Agreement, between
Nightingale Technologies Limited and HTTP
Technology, Inc. (filed herewith)
EXHIBIT 99.1 Letter dated February 20, 2001
from DERA to the Company summarizing results
of DCE testing. (filed herewith)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
HTTP TECHNOLOGY, INC.
By: /s/ JASON E. FORSYTH
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Jason E. Forsyth
Chief Financial Officer
Date: March 7, 2001