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): JUNE 18, 2004
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CATUITY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-30045 38-3518829
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2711 E. JEFFERSON AVE.
DETROIT, MICHIGAN 48207 (313)-567-4348
(Address of principal (Registrant's telephone
executive offices) number, including
area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On June 17, 2004 Catuity announced it had completed a transaction to hire two of
the founding partners of Vitesse Worldwide, Inc., a development stage company,
and acquired the rights to certain niche services and methodologies that Vitesse
has provided to the payment and settlement industry. Such services include the
Vitesse AutoConvert Merchant Program, a custom application to lower the cost and
reduce the time required for processors and card issuers to convert/de-convert
retailer Point Of Sale devices following any change in transaction processing
requirements.
A copy of the press release concerning the transaction is included as Exhibit I
to this Form 8-K.
SIGNATURE
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.
CATUITY INC.
(Registrant)
By /s/ John H. Lowry
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John H. Lowry
Senior Vice President,
Chief Financial Officer & Secretary
Date: June 18, 2004
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EXHIBIT I
FOR IMMEDIATE RELEASE
CATUITY LAUNCHES NEW IT SERVICES
HIRES IT SERVICES SALES TEAM; EXECUTES AGREEMENT WITH VITESSE WORLDWIDE FOR
CERTAIN RIGHTS AND ASSETS; RETAINS INDUSTRY VETERAN RON ELMORE TO GUIDE SALES
RESTRUCTURING
DETROIT, June 17, 2004 -- Catuity, Inc. (NASDAQ: CTTY; ASX: CAT), a provider of
POS-focused loyalty solutions, today said it has hired two executives to drive
the company's strategy to offer additional IT services to retailers and their
processing partners and has acquired certain rights and assets, including
partner company relationships, products and methodologies, from Vitesse
Worldwide Inc., a private company. This was a nominal cash transaction.
The company has named Scott Aicher, previously CEO of Denver-based Vitesse
Worldwide, as vice president of Catuity's new IT Services Group; and Dion
Gonzales, formerly the Chief Development Officer at Vitesse, as the head of
sales for the new division. Both will relocate to the Detroit headquarters.
In addition to the hiring of Aicher and Gonzales, Catuity has also acquired the
rights to certain niche services that Vitesse has provided to the payment and
settlement industry. Such services include the AutoConvert Merchant Program, a
conversion/de-conversion outsourcing custom application, and consulting
expertise relating to credit/debit/merchant systems.
Michael V. Howe, president and chief executive officer of Catuity, said that the
new IT Services Group enables Catuity to expand its offerings to retailers,
merchant services, card issuers and others around point-of-sale technology. "Our
new team is known and respected in the industry and has access to a core of
qualified consultants and developers who can be deployed under contract to
support specific projects. This is expected to reduce the capital outlay for
Catuity as we support this new line of business."
Catuity also announced that, as part of its growth strategy, it has retained
payments and technology industry veteran Ron Elmore as a consultant, to organize
and direct a restructuring of Catuity's sales and marketing activities. In this
interim role, Elmore will integrate the activities of Catuity's core loyalty
software business with the newly-acquired IT services activities. He will also
work with the Company's executives to reposition and strengthen the company's
sales and marketing efforts for both divisions. Catuity indicated it expects
Elmore's efforts to be completed by the end of August.
"We have known Ron Elmore for four years and he has strong relationships with
the leading payment companies across North America," said Howe. "He brings three
decades of executive level selling success in the software and services industry
for some of the most respected companies in the business. In addition, his
energy, insight and independence for the task will help us more effectively
carry out our sales management process and shape our product strategy."
Howe stated that these additions will help meet the Company's objective of
increasing revenue from custom development work for retailers who either want to
build proprietary loyalty management systems or who need Point of Sale
solutions. Catuity will also continue to license its technology to those
customers who prefer this means of securing software.
Howe said: "We have begun to strengthen our product, diversify our services and
expand our capabilities in the payment product and services industry, of which
loyalty is a part. Catuity intends to pursue other strategic alliances and
potential acquisitions in this area and our expanded management team will play a
vital role in that process."
Catuity's executive team and Board of Directors acknowledged the progress that
has been made toward the company's goals, but stressed that much work remains to
be done.
"We want to be clear that these announcements today are -- in isolation -- not
enough to transform the
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company, but they are solid next steps," said Duncan Mount, chairman of
Catuity's Board of Directors, and a substantial individual shareholder in the
company. "Shareholders should know that we are daily monitoring the company's
progress towards making the changes necessary to increase revenue and
shareholder value. This is a process that we have said will extend through
2005."
Catuity, Inc. is a full-service IT provider of POS-focused applications for
retailers and their partners across North America. Catuity's loyalty software is
currently used on nearly 40,000 points of sale throughout the U.S. More
information on Catuity is available at its website: http://www.catuity.com.
In conjunction with the provisions of the "Safe Harbor" section to the Private
Securities Litigation Reform Act of 1995, this release may contain
forward-looking statements pertaining to future anticipated projected plans,
performance and developments, as well as other statements relating to future
operations. All such forward-looking statements are necessarily only estimates
of future results and there can be no assurance that actual results will not
materially differ from expectations. Further information on potential factors
that could affect Catuity, Inc. is included in the Company's Form 10-K, which is
filed with the US Securities & Exchange Commission.
Contact:
Bev Jedynak
USA
Martin E. Janis & Company, Inc.
312-943-1100 ext. 12
SELECTED BIOGRAPHICAL SKETCHES:
SCOTT AICHER, vice president, IT Services Group. Mr. Aicher is a Detroit native
who has 13 years of senior experience in evolving and emerging IT services
companies. He previously built his own IT services company, later selling it. He
has since focused on senior sales and operational roles in the turnaround of
companies including privately held Productive Data Systems, where he was COO and
head of sales; and as regional vice president for the Denver operations of
Alternative Resources Inc., a publicly held IT staffing company. He is also a
member of the Turnaround Management Association.
DION GONZALES, vice president of sales, IT Services Group. He has nearly 14
years of senior sales management experience selling solutions to Fortune 100
companies and to the payments industry. He was worked with Aicher at both
Productive Data Systems and Alternative Resources. Gonzales has also been
extensively involved in the payment industry, including sales roles at Lynk
Systems and the former Cardservice International and CapXcel's payments industry
group. He is a graduate of the University of Colorado and a Denver native. He
and his family are relocating to Detroit.
RON ELMORE, consultant, sales and marketing strategy. He brings three decades of
experience in solution selling in the global technology market. Most recently,
he was an adviser to the board of Gemplus Inc., a leading payments technology
company, where he had previously served as VP of North American Sales and
Marketing and VP, Strategic Alliances. He has also held management positions,
primarily in the sales and services area with Eastman Kodak Company, ViewStar
Corporation, Cullinet Software, Source EDP, Honeywell and Xerox.
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