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) February 13, 2002
ESNI, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-2401 06-0625999
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
35 Nutmeg Drive, Trumbull, Connecticut 06611
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(Address of principal executive offices) (Zip Code)
(203) 601-3000
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Registrant's telephone number, including area code
E-Sync Networks, Inc.
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(Former name or former address, if changed since last report)
ITEM 2. DISPOSITION OF ASSETS.
On February 13, 2002, E-Sync Networks, Inc., a Delaware corporation (the
"Company"), closed the transactions contemplated by that certain Contribution
Agreement (the "Agreement"), dated as of August 6, 2001, by and among the
Company, CRC, Inc., a New York corporation ("CRC"), and E-Sync Networks, LLC, a
Delaware limited liability company (the "JV"), as further described in the
Company's Proxy Statement, dated September 21, 2001. The Company's stockholders
approved the transaction at its annual meeting held on October 15, 2001.
Pursuant to the Agreement, upon the closing the Company contributed
substantially all of its assets and business (the "ESNI Contributed Assets") to
the JV and CRC contributed the economic benefits of certain business
substantially equal in revenues to the ESNI Contributed Assets to the JV. In
addition to the consideration set forth above, CRC has made a loan commitment to
the Company of $2 million in the aggregate. As additional consideration for
closing the transactions described above, the Company granted a warrant to
acquire up to 2,526,942 shares of its common stock, par value $0.01 per share
(the "Common Stock"), the exercise price for which is equal to $0.122 per share
(75% of the average closing price of the Company's common stock during the 60
consecutive trading days ending on the second trading day preceding the closing
date). The Company granted CRC registration rights in connection with the
issuance of the warrant.
As a result of the consummation of the transaction, the Company owns a
51% equity interest in the JV and CRC holds a 49% equity interest in the JV. In
accordance with the terms of the Agreement, the Company changed its name on
February 14, 2002 to ESNI, Inc.
The press release issued by the Company with respect to the foregoing is
filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information*
(c) Exhibits.
2.1 Contribution Agreement dated as of August 6, 2001 by and between
E-Sync Networks, Inc. and CRC, Inc. (incorporated by reference to
Exhibit 2.1 to E-Sync Network, Inc.'s Form 8-K dated August 10, 2001).
99.1 Press Release issued by ESNI, Inc. on February 14, 2002.
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* The Registrant will file the required financial statements with respect to
such disposition under the cover of an amendment to this Current Report on
Form 8-K as soon as practicable, but in no event later than 60 days after the
date on which this Current Report on Form 8-K was required to have been filed.
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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.
ESNI, INC.
Date: February 15, 2002 By: /s/ Michael A. Clark
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Michael A. Clark
President & COO
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