UNITED STATES
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
December 21, 2001
(Date of Earliest Event Reported)
ORION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
1133 21st Street, N.W.
8th Floor
Washington, D.C. 20036
(Address of principal executive offices (zip code))
(202) 822-0114
(Registrant's telephone number, including area code)
Nevada 000-29673 88-0369588
(State of incorporation) (Commission File Number) (IRS Employer Identification No.)
ITEM 5. OTHER EVENTS
On November 29, 2001, the former shareholders of Orion Technology,
Inc.'s wholly owned subsidiary, Transaction Verification System, Inc. ("TVS"),
filed a lawsuit in the Circuit Court of Arlington County, Virginia alleging that
Orion had not fulfilled its obligations under the Agreement and Plan of Merger
dated June 8, 2000 (the "Merger Agreement") by and among Orion, TVS and Hancock
Holdings, Inc., a wholly-owned subsidiary of Orion. The plaintiffs sought
damages in the amount of $1,223,820 and rescission of the Merger Agreement. In
order to settle this complaint, Orion and the plaintiffs entered into a
settlement agreement dated December 21, 2001 (the "Settlement Agreement")
pursuant to which Orion has agreed to:
- Pay legal fees of the plaintiffs in the aggregate amount
of $25,000 in installments of $15,000 on December 31,
2001 and $10,000 on January 31, 2001;
- Pay to the former shareholders of TVS an aggregate
amount of approximately $100,000 by January 31, 2002 as
settlement of notes owed by TVS to certain of the
shareholders and certain other obligations of Orion
under the Merger Agreement; and
- Either arrange financing for, or contribute capital to,
TVS in the amount of $100,000 by February 28, 2002.
The items in the last two bullet points above were both conditions of
the original Merger Agreement between Orion and TVS.
The obligations of Orion under the Settlement Agreement are contingent
upon the following:
- Orion's ability to obtain financing in amounts
sufficient to meet its obligations under the Settlement
Agreement by the applicable deadlines; and
- Plaintiffs filing with the Circuit Court for Arlington
County, Virginia a notice of dismissal, without
prejudice, in the action titled David C. Haeberle, et
al. v. Orion Technologies, Inc., Law No. 01-911 (Circuit
Court for Arlington County, Virginia).
Plaintiffs filed a notice of dismissal of their suit with the Circuit
Court for Arlington County, Virginia on December 26, 2001. The plaintiffs retain
the right to re-instate and/or re-file their suit against Orion if Orion does
not comply with its obligations under the Settlement Agreement by the applicable
deadlines set forth in the Settlement Agreement.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
ORION TECHNOLOGIES, INC.,
A Nevada Corporation
Date: December 31, 2001 By : /s/ A. Frans Heideman
------------------------------------
A. Frans Heideman,
President and Chief Executive Officer
3