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):
September 27, 1999
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AVERY COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
Delaware 000-27095 12-2227079
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
190 South LaSalle Street
Suite 1710
Chicago, IL 60603
(Address of Principal Executive Offices)(Zip Code)
(312) 419-0077
(Registrant's telephone
number, including area code)
Item 5. Other Events.
Effective as of September 27, 1999, that certain Agreement and Plan of
Merger (as amended by Amendment No. 1 thereto, dated as of March 19, 1999, the
"Agreement") by and among Avery Communications, Inc., a Delaware corporation
("Avery"), ACI Telecommunications Financial Services Corporation, a Delaware
corporation and wholly owned subsidiary of Avery, Primal Systems, Inc., a
California corporation ("Primal"), Mark J. Nielsen, John Faltys, Joseph R.
Simrell, and David Haynes, pursuant to which Avery has agreed to acquire Primal
and its wholly owned subsidiary, Wireless Billing Systems, was amended to
provide that the earn-out provisions of the Agreement will be based on the
consolidated revenues and operating losses of Primal and Wireless Billing
Systems. The earn-out provisions of the Agreement had previously been based only
on the unconsolidated revenues and operating losses of Primal. A conforming
change was also made to the ancillary Investors Rights Agreement, which is an
exhibit to the Agreement, and two typographical errors were corrected. The full
text of the Amendment is filed as an exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
2.1 Amendment No. 2, dated as of September 27, 1999, to that certain
Agreement and Plan of Merger, dated as of March 19, 1999 (as
amended by Amendment No. 1 thereto, dated as of March 19, 1999),
by and among Avery Communications, Inc., a Delaware corporation
("Avery), ACI Telecommunications Financial Services Corporation,
a Delaware corporation and wholly owned subsidiary of Avery,
Primal Systems, Inc., a California corporation, Mark J. Nielsen,
John Faltys, Joseph R. Simrell, and David Haynes
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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.
AVERY COMMUNICATIONS, INC.
Date: September 27, 1999 By: /s/ Scot M. McCormick
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Scot M. McCormick
Vice President
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EXHIBIT INDEX
Exhibit Page
Number Description of Document Number
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2.1 Amendment No. 2, dated as of September 27, 1999, to that certain
Agreement and Plan of Merger, dated as of March 19, 1999 (as
amended by Amendment No. 1 thereto, dated as of March 19, 1999), by
and among Avery Communications, Inc., a Delaware corporation ("Avery),
ACI Telecommunications Financial Services Corporation, a Delaware
corporation and wholly owned subsidiary of Avery, Primal Systems,
Inc., a California corporation, Mark J. Nielsen, John Faltys, Joseph R.
Simrell, and David Haynes
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