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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): March 26, 1999
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TOWNE SERVICES, INC.
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(Exact Name of Registrant
as Specified in its Charter)
Georgia 000-24695 62-1618121
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3295 River Exchange Drive, Suite 350, Norcross, Georgia 30092
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 734-2680
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On March 26, 1999, Towne Services, Inc. announced that it
had entered into a definitive Agreement and Plan of Merger dated as of March
25, 1999 (the "Merger Agreement") providing for, among other things, the merger
of a wholly-owned subsidiary of Towne Services with and into Forseon
Corporation, a California-based provider of inventory tracking and retail
management systems. If the merger occurs, Forseon will be a wholly-owned
subsidiary of Towne. The merger has been approved by the Boards of Directors of
all companies involved.
Pursuant to the Merger Agreement, each outstanding share of
Forseon common stock (an aggregate of 735,294 shares, excluding any shares held
in the treasury of Foreseon and including all outstanding options, as defined
in the Merger Agreement), shall automatically be canceled and extinguished and
shall thereafter be converted into only the right to receive a total of
2,075,345 shares of Towne Services common stock, subject to an escrow provided
for in the Merger Agreement. The conversion ratio is approximately 2.82 shares
of Towne Services common stock for each one issued and outstanding share of
Forseon common stock.
The closing of the Merger is subject to a number of
conditions, including approval by the stockholders of Forseon, receipt of
opinion letters to the effect that the merger is a pooling of interests for
accounting purposes and the effectiveness of a registration statement with
respect to the Towne common stock to be issued in connection with the Merger.
The foregoing summary is qualified in its entirety by
reference to the Merger Agreement, which is attached hereto as Exhibit 99.1 and
incorporated by this reference. The information that is set forth in the Press
Release dated March 26, 1999, a copy of which is attached hereto as Exhibit
99.2, is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
99.1 Agreement and Plan of Merger dated as of March 25,
1999 by and among Foreseon Corporation, Towne
Services, Inc., TSI Acquisition One, Inc. and certain
of the stockholders of Foreseon Corporation.
99.2 Press Release dated March 26, 1999.
SIGNATURES
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 hereunto duly authorized.
TOWNE SERVICES, INC.
By: /s/ Bruce F. Lowthers, Jr.
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Bruce F. Lowthers, Jr.
Senior Vice President and
Chief Financial Officer
Dated: April 5, 1999
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EXHIBIT INDEX
Exhibit
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99.1 Agreement and Plan of Merger dated as of March 26, 1999 by and among
Forseon Corporation, Towne Services, Inc., TSI Acquisition One, Inc.
and certain of the stockholders of Forseon Corporation. Pursuant to
Item 601(b)(2) of Regulation S-K, Towne agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
Securities and Exchange Commission upon request.
99.2 Press Release dated March 26, 1999.
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