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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
Commission File No. 0-24833
FUTURELINK CORP.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4763404
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100, 6 Morgan, Irvine, California 92618
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(Address of principal executive offices) (ZIP Code)
(949) 837-8252
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
A. On January 31, 2000, the Registrant completed its previously announced
acquisition of Maryland based Vertical Software, Inc. ("VSI"). Under the
terms of this acquisition, VSI's shareholders received $8,060,707.59
million in cash and 1,026,316 shares of the Registrant's common stock
valued at approximately $19.00 per share. The Agreement and Plan of
Reorganization and Merger dated December 2, 1999 (the "Acquisition
Agreement") pursuant to which this acquisition was completed is attached as
an exhibit hereto.
Audited combined financial statements for VSI for the years ended December
31, 1996, 1997 and 1998 and unaudited financial statements for VSI as at
September 30, 1999 and for the nine months ended September, 1999 are
attached to the Registration Statement on Form SB-2 filed by the Registrant
with the Securities and Exchange Commission on February 11, 2000 at pages
F102 to F113 which financial statements are incorporated by reference
hereto.
Unaudited pro forma financial statements showing the impact of the
Registrant's acquisition of VSI and other recent activities, for both the
fiscal year ended December 31, 1998 and for the nine months ended
September 30, 1999, are also attached to the Registration Statement on Form
SB-2 filed by the Registrant with the Securities and Exchange Commission
on February 11, 2000 and are incorporated by reference hereto.
B. On December 22, 1999, the Registrant completed its previously announced
acquisition of KNS Holdings Limited, operating as KNS Distribution ("KNS").
Details regarding the acquisition of KNS, including copies of the Share
Purchase Agreement and financial statements for KNS for the years ended
February 28, 1998 and 1999 and for the nine months ended September 30, 1999
were included in the Current Report on Form 8-K filed by the Registrant
with the Securities and Exchange Commission on January 6, 2000. The
January 6, 2000 Current Report did not contain pro forma financials which
are referenced in this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED:
Audited financial statements for VSI for the years ended December 31, 1996,
1997 and 1998 and unaudited financial statements for VSI as at September
30, 1999 and for the nine months ended September, 1999 are attached to the
Registration Statement on Form SB-2 filed by the Registrant with Securities
and Exchange Commission on February 11, 2000 at pages F102 to F113 and are
incorporated by reference to this Current Report on Form 8-K.
Proforma financial information for the merged companies, including VSI and
KNS, based on financial statements for the nine month period ended
September 30, 1999 and the twelve month period ended December 31, 1998 are
attached to the Registration Statement on Form SB-2 filed by the Registrant
with the Securities and Exchange Commission on February, 11, 2000 at pages
28 to 41 and are incorporated by reference hereto.
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(b) EXHIBITS:
2.1 The Agreement and Plan of Reorganization and Merger by and among
FutureLink Corp., FutureLink Maryland Acquisition Corp., Vertical
Software, Inc., Curtis Eshelman and James C. Harvey dated December 2,
1999 (the "Acquisition Agreement"). Schedules not attached.
99.1 News Release of the Registrant dated February 1, 2000.
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, thereunto duly authorized.
FUTURELINK CORP.
By: [signed: K.B. Scott] Date: February 14, 2000
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Kyle B.A. Scott, Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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2.1 The Agreement and Plan of Reorganization and Merger by and among
FutureLink Corp., FutureLink Maryland Acquisition Corp., Vertical
Software, Inc., Curtis Eshelman and James C. Harvey dated
December 2, 1999 (the "Acquisition Agreement").
99.1 News Release of the Registrant dated February 1, 2000.
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