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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) April 5, 2001
FINANCIAL INTRANET, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
333-72975 88-0357272
(Commission File Number) (IRS Employer Identification Number)
90 GROVE STREET, SUITE 01
RIDGEFIELD, CONNECTICUT 06778
(Address of principal executive offices)
(203) 431-8300
(Registrant's telephone number, including area code)
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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. We intend the forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements in these
sections. All statements regarding our expected financial position, business and
financing plans are forward-looking statements. These statements can sometimes
be identified by our use of forward-looking words such as "may," "will,"
"should," "expect," "anticipate," "project," "designed," "estimate," "plan" or
"continue." Although we believe that our expectations in such forward-looking
statements are reasonable, we cannot promise that our expectations will turn out
to be correct. These forward-looking statements generally relate to plans and
objectives for future operations and are based upon reasonable estimates and
assumptions regarding future results or trends. These forward looking statements
are subject to certain risks, uncertainties and assumptions relating to
Financial Intranet Inc.'s ("Financial Intranet") operations and results of
operations, competitive factors in the telecommunications industry, economic
conditions, regulatory and technological developments and other risks and
uncertainties that may be beyond the control of Financial Intranet. Such risks
and uncertainties include, but are not limited to, Financial Intranet's ability
to satisfy its debt service requirements, increased competition in the
technology industry, emergence of new technologies, shifts in market demand,
Financial Intranet's ability to respond to and identify customer preferences,
availability of capital to finance future capital expenditures necessary to
maintain and expand Financial Intranet's operations, the implementation of
Financial Intranet's sales and marketing and other business strategies, as well
as numerous other risks and uncertainties. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
Financial Intranet's future performance and actual results of operations may
vary significantly from those anticipated, projected, believed, expected or
intended.
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ITEM 1. CHANGE OF CONTROL.
Set forth below in Items 2 and 5 is a complete disclosure of the matters
required to be disclosed in this Item 1.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 5, 2001, Financial Intranet acquired all the outstanding
capital stock of Technest.com, Inc., a Delaware corporation ("Technest"),
pursuant to an Agreement and Plan of Reorganization, dated March 21, 2001, among
Financial Intranet, Technest, and the stockholders of Technest (the
"Agreement"). Under the terms of the Agreement, the stockholders of Technest
will receive a total of 33,450,000 shares of Financial Intranet's common stock,
which is equivalent to 90% of the total number of Financial Intranet shares of
common stock outstanding, in exchange for all the outstanding shares of Technest
common stock they delivered to Financial Intranet. Upon the closing of this
transaction, which is expected to take place in the second quarter of this year,
Technest will become a wholly-owned subsidiary of Financial Intranet, and
Technest representatives will compose the majority of Financial Intranet's Board
of Directors.
On March 19, 2001, the Board of Directors of Financial Intranet approved
a 1-for-35 reverse split of Financial Intranet's common stock. After this
reverse split took place on April 2, 2001, Financial Intranet had only
10,000,000 shares of common stock available to deliver to Technest's
stockholders. To complete the transaction, on March 19, 2001, Financial
Intranet's Board of Directors unanimously approved, and recommended to Financial
Intranet's stockholders, an amendment to Financial Intranet's Articles of
Incorporation to increase the number of the company's authorized shares of
common stock to 500,000,000. Upon the effectiveness of this amendment, Financial
Intranet will be able to deliver the remaining 23,450,000 shares of its common
stock it owes the Technest stockholders under the Agreement. Financial Intranet
anticipates that this amendment will take effect, and the transaction will
close, following its filing of a definitive proxy statement and the annual
meeting of its stockholders, at which time the stockholders will vote on the
amendment. If the stockholders approve the amendment, upon the closing of this
transaction, the aggregate number of Financial Intranet shares of common stock
outstanding will be 37,735,714.
For more information with respect to the terms of the acquisition of
Technest, Financial Intranet references the Agreement attached to this report as
Exhibit 2.1, which it incorporates herein by reference.
DESCRIPTION OF TECHNEST
Technest is an Internet technology company that invests in development
stage companies with promising technology designed for commercial applications.
Technest furnishes such companies with seed capital and provides them access to
professional business services and additional support, including necessary
financing, as they develop and deliver their products to market.
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS.
On March 21, 2001, Financial Intranet issued a press release announcing
the execution of the Agreement, and on April 10, 2001, Financial Intranet issued
a press release announcing the acquisition of Technest. Each of these press
releases is attached to this report as Exhibits 99.1 and 99.2, respectively,
which Financial Intranet incorporates herein by reference.
By virtue of the Technest acquisition, Financial Intranet is now an
investment company governed by the Investment Company Act of 1940 and, on April
5, 2001, Financial Intranet filed with the Securities and Exchange Commission
its election to be deemed a "business development company" under the Investment
Company Act of 1940.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
(a) Financial Statements of Business Acquired.
Not filed herewith. Pursuant to Item 7(a)(4) of Form 8-K, Financial
Intranet undertakes to file such information by amendment to this report as soon
as it is available and in any event by June 18, 2001.
(b) Pro Forma Financial Information.
Not filed herewith. Pursuant to Item 7(a)(4) of Form 8-K, Financial
Intranet undertakes to file such information by amendment to this report as soon
as it is available, and in any event by June 18, 2001.
Exhibits
See Exhibit Index attached hereto and incorporated herein by reference.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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ITEM 9. REGULATION FD DISCLOSURE
Not applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Financial Intranet has caused the undersigned, who is duly authorized, to sign
this report on its behalf.
FINANCIAL INTRANET, INC.
By: /s/ Michael S. Sheppard
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Michael S. Sheppard
Date: April 19, 2001
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Reorganization
99.1 Press Release dated March 21, 2001
99.2 Press Release dated April 10, 2001