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) February 7, 2003
ALBION AVIATION, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
333-46672 33-0619254
(Commission File Number) (IRS Employer Identification No.)
24351 Pasto Road, #B, Dana Point, California 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 489-2400
CIK Number 0001123580
Item 5. Other Information.
Albion Aviation, Inc. has entered into an agreement to acquire Aradyme
Development Corporation with offices in
American Fork, Utah, which is developing and marketing advanced database
management products.
As required by the terms of the agreement, Albion, which currently has
approximately 1.5 million shares issued and outstanding, will issue an aggregate
of approximately 13.2 million shares of common stock and 12,000 shares of
preferred stock, convertible into 120,000 shares of common stock, to the Aradyme
stockholders. Options to purchase approximately 1.3 million shares of Aradyme
common stock will be converted into options to purchase the same number of
shares of Albion common stock. The parties expect that the acquisition, which is
subject to approval by the Aradyme stockholders and certain other matters, will
be completed on or before February 28, 2003.
As a result of the acquisition, Aradyme will become a wholly owned subsidiary of
Albion, and the current officers and directors of Aradyme will become the
officers and directors of Albion. Aradyme's board of directors and management
team will continue Aradyme's business as Albion's new subsidiary. Albion will
continue to implement its air charter service through its subsidiary, Svetlana
Aviation. Albion anticipates changing its name to Aradyme Corporation upon
completion of the reorganization.
Aradyme Development Corporation is a "Next Generation" database platform
company. It develops and distributes computer software that helps companies
manage and grow their businesses. It uses proprietary technology to rapidly
build database applications in a drag-and-drop environment that are more
powerful, flexible and yet more affordable than today's leading database
alternatives. The technology means applications remain flexible to real-time
additions, modifications and changes, allowing applications to continually
evolve real-time with business processes. Aradyme has developed custom
applications, using its database platform technology, for medical offices,
direct sales companies, and product distributors, and a variety of other
businesses.
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Information in this report relating to the closing of the proposed acquisition
is subject to uncertainties relating to the requirement for Aradyme stockholder
approval, the satisfactory review by each party of the business and financial
affairs of the other, the absence of regulatory delays or uncertainties and
other contingencies, and the satisfaction of other conditions. The company
undertakes no obligation to update information contained in this release. For
further information regarding risks and uncertainties associated with the
company's business, please refer to the "Risk Factors" section of the company's
SEC filings.
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.
Dated: February 6, 2003 ALBION AVIATION, INC.
By: /s/ Jehu Hand
Jehu Hand
President