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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): JANUARY 31, 2000
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GRACE DEVELOPMENT, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COLORADO 0-25582 84-1110469
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF INCORPORATION)
IDENTIFICATION NUMBER)
1690 CHANTILLY DRIVE, ATLANTA, GEORGIA 30324
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 633-3831
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 31, 2000, a wholly-owned subsidiary of the Registrant was
merged with and into WebWizard, Inc., a Delaware corporation ("WebWizard") (the
"Merger"). The Merger was consummated in accordance with the terms and
conditions of an Agreement and Plan of Merger dated January 20, 2000 (the
"Merger Agreement") by and among the Registrant, Avana Acquisition Sub I, Inc.,
a Georgia corporation ("Merger Sub"), WebWizard, and the stockholders of
WebWizard (the "Stockholders"). Pursuant thereto, Merger Sub, a wholly-owned
subsidiary of Registrant, was merged with and into WebWizard, with WebWizard as
the surviving corporation. Following the Merger, WebWizard became a wholly-owned
subsidiary of the Registrant. In consideration for the Merger, the Stockholders
received an aggregate of 1,287,554 shares of the common stock, no par value, of
the Registrant (the "Common Stock) (the "Merger Consideration"). The Merger
Consideration was paid entirely in the Registrant's Common Stock. The Merger
Consideration was determined in arms' length negotiations between the parties to
the Merger Agreement. Prior to the consummation of the Merger, there were no
material relationships between WebWizard and its former officers, directors,
affiliates, associates or shareholders and the officers, directors, affiliates,
associates or shareholders of the Registrant.
The foregoing description of the Merger and the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement, which is being
filed as an exhibit to this report.
As a result of the Merger, WebWizard is an operating subsidiary of the
Registrant. WebWizard's primary product is its Internet-accessible software
platform for the creation and management of websites and web-based applications,
which enable the end-user, with little or no programming knowledge or special
training, to create a website, or multiple websites. WebWizard's website
development tools also includes modules to add e-commerce, forms-wizard,
shopping cart, catalogue and contact manager capabilities to a website. A key
feature of the product is its embedded content management capability, which
permits a website administrator to monitor and filter the content of distributed
sites. WebWizard licenses its products to website developers, small merchants
and other retail customers. It has more than 6,000 users and at least 12
licensing agreements in place with value-added resellers in the consulting,
e-commerce and communications industries. Web Wizard's assets include
approximately $100,000 in computer hardware and software, which was used to
support its product offerings. The Registrant intends to continue such use in
support of WebWizard's activities.
THIS REPORT INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION
27A OF THE ACT AND SECTION 21E OF THE EXCHANGE ACT. ALL STATEMENTS, OTHER THAN
STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS REPORT, INCLUDING, WITHOUT
LIMITATION, THOSE REGARDING THE REGISTRANT'S FINANCIAL POSITION, BUSINESS,
MARKETING AND PRODUCT DEVELOPMENT PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE
OPERATIONS, ARE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE
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REGISTRANT BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING
STATEMENTS ARE REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL
PROVE TO HAVE BEEN CORRECT.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) - (b). Financial Statements and Pro Forma Financial Information.
All required financial statements and pro forma financial information will be
filed by amendment to this Report not later than 60 days from February 14, 2000.
(c) Exhibits.
2.2 Agreement and Plan of Merger dated as January 20, 2000.
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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.
GRACE DEVELOPMENT, INC.
By: /s/ James Blanchard
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James Blanchard
President & Chief Operating Officer
Dated as of February 15, 2000
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