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
Date of Report (Date of earliest event reported): December 29, 2000
VERTEX INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-15066 22-2050350
(State or Other (Commission File Number) (I.R.S. Identification No.)
Jurisdiction of Incorporation)
23 Carol Street
PO Box 996
Clifton, New Jersey 07014
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 777-3500
N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 29, 2000, Vertex Interactive, Inc. (the "Company") acquired all of
the outstanding shares of Applied Tactical Systems, Inc. ("ATS"). In accordance
with the Agreement and Plan of Merger dated as of December 11, 2000, the
shareholders of ATS received .75 shares of Company Common Stock for each share
of capital stock of ATS. The value of the transaction was approximately
$26 million.
The Company acquired all of the outstanding shares of ATS for approximately 3.0
million shares of Company Common Stock and assumed all outstanding ATS stock
options in exchange for options to purchase 153,600 shares of Company Common
Stock.
ATS is headquartered in Fairfield, New Jersey with an extensive research and
development team and has regional offices in New York and Ohio. ATS has major
strategic alliances with SAP and an extensive blue-chip client base that
includes, among others, Applied Materials, Novartis, Ocean Spray Cranberries,
Colgate Palmolive and Bristol Myers. ATS offers a unique suite of software
connectivity tools (patents pending), which allow seamless connection into SAP
applications.
The transaction was intended to be treated as a pooling-of-interests for
accounting purposes. However, as a result of certain transactions in late
January, 2001, a specific requirement to utilize pooling-of-interests accounting
was no longer satisfied. The Company requested a waiver of this requirement from
the Securities and Exchange Commission. On February 16, 2001, after discussion
with the SEC's Chief Accountant's office, the waiver request was denied by the
SEC. The Company then proceeded to file, on February 20, 2001, its Form 10Q for
the quarter ended December 31, 2000 utilizing purchase accounting for the ATS
transaction.
The undersigned registrant hereby amends the following items, financial
statements, and other portions of its Form 8K as set forth in the pages attached
hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of the Business Acquired
See Exhibit 99.1 to this Current Report
(b) Pro Forma Financial Information
See Exhibit 99.2 to this Current Report
(c) EXHIBITS
23.1 Consent of Ernst & Young LLP
99.1 Audited Financial Statements of Applied Tactical Systems,
Inc. as at December 31, 2000
99.2 Unaudited Pro Forma Financial Statements of Vertex
Interactive, Inc. to reflect the acquisition of Applied
Tactical Systems, Inc.
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.
VERTEX INTERACTIVE, INC
/s/ Raymond J. Broek
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Name: Raymond J. Broek
Title: Chief Financial Officer and Treasurer
DATED: March 14, 2001
EXHIBIT INDEX
Exhibit No Description
23.1 Consent of Ernst & Young LLP
99.1 Audited Financial Statements of Applied Tactical Systems, Inc.
as at December 31, 2000
99.2 Unaudited Pro Forma Financial Statements of Vertex
Interactive, Inc. to reflect the acquisition of Applied
Tactical Systems, Inc.