SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 14, 2001 (April 13, 2001)
DTVN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22076 76-0404904
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.
635 West Campbell Road, Suite 130
Richardson, Texas 75080
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 783-0284
(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
This Form 8-K/A-1 amends Item 2 of the Form 8-K of DTVN Holdings, Inc., a
Delaware corporation (the "Corporation") filed on April 27, 2001 pursuant to
which the Corporation described the merger consummated on April 13, 2001 of
Video Intelligence, Inc., a Pennsylvania corporation, with and into Videos
Intelligence, Inc., a Pennsylvania corporation and the wholly-owned subsidiary
of the Corporation. The Corporation reported that the stock consideration
issued in connection with the merger was 7,891,579 shares of the Corporation's
common stock. This number of shares represents 6,749,775 shares issued upon
consummation of the merger and 1,141,804 shares underlying options assumed by
the Corporation in connection with the merger. Accordingly, Item 2 of the Form
8-K of the Corporation filed on April 27, 2001 is hereby amended and restated in
its entirety to read as follows:
On April 13, 2001, DTVN Holdings, Inc., a Delaware corporation (the
"Corporation"), its wholly-owned subsidiary, Videos Intelligence, Inc., a
Pennsylvania corporation ("Merger Sub"), and Video Intelligence, Inc., a
Pennsylvania corporation ("Video Intelligence"), completed the transactions
contemplated by the Agreement and Plan of Merger (the "Merger Agreement"),
dated April 12, 2001, among the Corporation, Merger Sub, Video Intelligence
and the principal stockholders of Video Intelligence named therein (the
"Principal Stockholders"), pursuant to which Video Intelligence merged with
and into Merger Sub, with Merger Sub continuing as the surviving
corporation and wholly-owned subsidiary of the Corporation (the "Merger").
Video Intelligence is a comprehensive video services provider with offices
in Fort Worth, Texas and Philadelphia, Pennsylvania.
Pursuant to the Merger, the Corporation issued 6,749,775 shares (the
"Stock Consideration") of common stock, par value $0.001 per share, of the
Corporation ("DTVN Common Stock") and agreed to pay a total of $493,225 in
cash (the "Cash Consideration") to the holders of all of the issued and
outstanding shares of capital stock of Video Intelligence. The amount and
terms of the Stock Consideration and Cash Consideration were determined by
arms-length negotiations among the parties.
One-half (1/2) of the Cash Consideration was paid by the Corporation
at the closing of the Merger transaction (the "Closing") and one-half (1/2)
of the Cash Consideration is to be paid by the Corporation sixty (60) days
after the Closing, subject to (a) earlier payment upon the exercise of
options assumed by the Corporation in connection with the Merger as
described below, and (b) offset rights of the Corporation against amounts
owing to the Principal Stockholders, in the event of any breach of any
representation, warranty or covenant of Video Intelligence or the Principal
Stockholders under the Merger Agreement. The Cash Consideration was and
will be paid out of the Corporation's working capital.
An aggregate of 2,530,251 shares (the "Covered Stock") of the Stock
Consideration are subject to the Relinquishment Agreement, dated
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April 12, 2001, among the Corporation, Merger Sub, the security holders of
Video Intelligence and Philip O'Reilly as the representative of such
security holders (the "Relinquishment Agreement"). Pursuant to the
Relinquishment Agreement, in the event that financial or other performance
criteria set forth in the Relinquishment Agreement is not achieved during
the first year after the Closing, all or a portion of the Covered Stock
will be relinquished and transferred to the Corporation, for no valuable
consideration, as a refund of consideration previously paid by the
Corporation in connection with the Merger.
Pursuant to the Merger Agreement, the Corporation assumed all of the
options to purchase shares of the common stock of Video Intelligence that
were outstanding at the time of the Merger (the "Assumed Options"). In
connection therewith, the Assumed Options became options to purchase, in
the aggregate, 1,141,804 shares of DTVN Common Stock at $0.25 per share.
The Assumed Options will be exercisable for a period of ninety (90) days
following the Closing. In the event that a holder exercises his or her
Assumed Option, three-eights (3/8) of the DTVN Common Stock issued to such
holder in connection therewith will become subject to the Relinquishment
Agreement. If a holder exercises his or her Assumed Option in full, upon
such exercise, such holder may receive all or a portion of the remaining
balance of the Cash Consideration payable to such holder, as determined in
accordance with the Merger Agreement.
The assets of Video Intelligence include physical property and
equipment that Video Intelligence used in the operation of its business.
It is the current intention of the Corporation that Merger Sub will
continue to use such physical property and equipment in the same manner.
For more information concerning the Merger, please see the Merger
Agreement, the Relinquishment Agreement and the Registration Rights
Agreement which have been filed as exhibits to this current report. For
more information concerning Video Intelligence, please see the Press
Release dated April 17, 2001 filed as an exhibit to this current report.
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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, thereunto duly authorized.
DTVN HOLDINGS, INC.
By: /s/ Michael G. Donohoe
----------------------------
Name: Michael G. Donohoe
Title: Assistant Secretary
DATE: May 14, 2001
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