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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
DECEMBER 14, 1998
Date of Report (Date of Earliest Event Reported):
BILLING CONCEPTS CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-28536 74-2781950
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
7411 JOHN SMITH DRIVE, SUITE 200
SAN ANTONIO, TEXAS 78229
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(Address of principal executive offices) (Zip Code)
(210) 949-7000
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(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 14, 1998, the Company and its wholly owned subsidiary,
Concepts Acquisition Corp., a Delaware corporation ("CAC"), entered into a Plan
of Merger and Acquisition Agreement (the "Acquisition Agreement") with
Communications Software Consultants, Inc., a New York corporation ("CommSoft"),
and Larry A. Davis, the sole stockholder of CommSoft. CommSoft, headquartered in
Albany, New York, is a privately held, international software development and
consulting firm specializing in the telecommunications industry. Under the terms
of the Acquisition Agreement, the Company agreed to acquire all of the issued
and outstanding shares of capital stock of CommSoft ("CommSoft Common Stock") in
exchange for 2,482,759 shares of common stock, $.01 par value, of the Company
("Billing Common Stock"). In addition, the Company agreed to issue 10,000 shares
of its common stock to Larry A. Davis in connection with the non-competition
provisions of the Acquisition Agreement.
The acquisition was consummated on December 18, 1998, pursuant to the
terms of the Acquisition Agreement, upon (i) filing of Certificates of Merger
with the Secretaries of State of the States of Delaware and New York, pursuant
to which CommSoft merged with and into CAC and became a wholly owned subsidiary
of the Company, and (ii) issuance by the Company of an aggregate of 2,492,759
shares of Billing Common Stock to Larry A. Davis. This amount of consideration
paid by the Company for the CommSoft Common Stock was arrived at through
negotiations between the Company, Larry A. Davis and CommSoft and was based on a
variety of factors, including, but not limited to, earnings and revenue, the
value of the goodwill and the nature of the software development and consulting
industry. Of the 2,492,759 shares issued, 248,275 were deposited in an escrow
account to satisfy certain indemnification obligations. The acquisition will be
accounted for using the pooling of interests method of accounting. The Company
has granted certain registration rights for the shares issued in connection with
the acquisition. The Company entered into employment agreements with two
principals of CommSoft in connection with this acquisition. In addition, the
Company adopted the 1999 CommSoft Acquisition Stock Option Plan pursuant to
which nonqualified stock options to purchase an aggregate of 173,153 shares of
Billing Common Stock were granted to certain employees of CommSoft in
replacement for options to purchase shares of CommSoft Common Stock held by such
employees prior to the merger of CommSoft into CAC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
It is impractical to provide the required financial statements of
CommSoft at the time of filing this Report. It is anticipated that such
financial statements will be filed by amendment as soon as practicable but in no
event later than 60 days following the date on which this Report must be filed.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial
information with respect to CommSoft at the time of filing this Report. It is
anticipated that such financial information will be filed by amendment as soon
as practicable but in no event later than 60 days following the date on which
this Report must be filed.
(c) Exhibit Index.
Exhibit 2.1 Plan of Merger and Acquisition Agreement dated
December 14, 1998, by and among Billing Concepts
Corp., Concepts Acquisition Corp., Communications
Software Consultants, Inc. and Larry A. Davis (filed
herewith)
Exhibit 10.1 1999 CommSoft Acquisition Stock Option Plan (filed
herewith)
Exhibit 10.2 Form of Option Agreement between Billing Concepts
Corp. and former employees of CommSoft under the 1999
CommSoft Acquisition Stock Option Plan (filed
herewith)
Exhibit 10.3 Employment Agreement dated December 18, 1998 by and
between Billing Concepts Corp. and Larry A. Davis
(filed herewith)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
BILLING CONCEPTS CORP.
(Registrant)
Date: December 22, 1998 By: /s/ Parris H. Holmes, Jr.
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Parris H. Holmes, Jr.
Chairman of the Board
and Chief Executive Officer
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INDEX TO EXHIBITS
INDEX
NUMBER DESCRIPTION
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Exhibit 2.1 Plan of Merger and Acquisition Agreement dated
December 14, 1998, by and among Billing Concepts
Corp., Concepts Acquisition Corp., Communications
Software Consultants, Inc. and Larry A. Davis (filed
herewith)
Exhibit 10.1 1999 CommSoft Acquisition Stock Option Plan (filed
herewith)
Exhibit 10.2 Form of Option Agreement between Billing Concepts
Corp. and former employees of CommSoft under the 1999
CommSoft Acquisition Stock Option Plan (filed
herewith)
Exhibit 10.3 Employment Agreement dated December 18, 1998 by and
between Billing Concepts Corp. and Larry A. Davis
(filed herewith)