SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
May 27, 2004
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Date of Report (Date of earliest event reported)
AUXILIO, INC.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
000-27507 88-0350448
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(Commission File Number) (IRS Employer
Identification No.)
27130A Paseo Espada, Suite 1427, San Juan Capistrano, CA 92675
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(address of principal executive offices) (Zip Code)
(949) 481-7550
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(Registrant's telephone number, including area code)
On April 2, 2004, the registrant filed a current report on Form 8-K disclosing
the sale of the registrant's products for employee climate survey,
skills/competency measurement, performance management and corporate compliance
management to Workstream Inc., a Canadian corporation. This filing amends the
original April 2, 2004, filing and discloses changes to the transaction as
documented on May 27, 2004, by an Addendum to Asset Purchase Agreement and
Escrow Agreement, a copy of which is attached to this filing as Exhibit 2.1.
Item 2. Disposition of Assets.
On March 17, 2004, the registrant sold its products for employee climate survey,
skills/competency measurement, performance management and corporate compliance
management to Workstream Inc. At the time of the sale, the assets sold
constituted the assets underlying all of the business operations of the
registrant and all assets related thereto. On May 27, 2004, the parties to the
transaction entered into an Addendum to Asset Purchase Agreement and Escrow
Agreement which modified some of the terms and conditions of the original
transaction. Pursuant to the changes, cash consideration to the registrant was
reduced to $250,000 from $300,000 and certain stock consideration to the
registrant was reduced to 246,900 common shares of Workstream Inc. from 350,000
common shares. Other terms and conditions of the original transaction remained
the same. The changes to the original transaction were arrived at through arms
length negotiations between the parties and were prompted by events that
occurred after the original sale.
Item 7. Exhibits
Exhibit No. Description
2.1 Addendum to Asset Purchase Agreement and Escrow
Agreement
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.
AUXILIO, INC.
By: /s/ Janes P. Stapleton
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James P. Stapleton
Date: August 2, 2004 Chief Financial Officer