6
UNITED STATES
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): March 31, 2003
ALBION AVIATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-46672 33-0619254
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number
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
Special Note about Forward-Looking Information
This report contains certain forward-looking statements and information
relating to the Registrant that are based on the beliefs of management as well
as assumptions made by and information currently available to management. These
statements include, among other things, the discussions of the Registrant's
business strategy and expectations concerning the Registrant's future
operations, product development costs and schedules, product rollout dates,
customer acceptance, licensing of required third-party technologies, ability to
obtain required additional capital, profitability, liquidity, and capital
resources. When used in this document, the words "anticipate," "believe,"
"estimate," "expect" and "intend" and similar expressions, as they relate to the
Registrant or its management, are intended to identify forward-looking
statements. Such statements reflect the current view of the Registrant
respecting future events and are subject to certain risks, uncertainties and
assumptions, including the meaningful and important risks and uncertainties
noted. Although the Registrant has attempted to identify important factors that
could cause actual results to differ materially, there may be other factors that
cause the forward-looking statement not to come true as anticipated, believed,
estimated, expected or intended. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended. Neither the Registrant nor any other
person undertakes any obligation to revise these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
The Reorganization with Aradyme Development Corporation
On March 31, 2003, Albion Aviation, Inc., a Delaware corporation,
completed a reorganization with Aradyme Development Corporation, a Nevada
corporation, in which, Albion, which currently has approximately 1.5 million
shares issued and outstanding, issued an aggregate of approximately 13.1 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 at $0.50 per share are
being converted into options to purchase the same number of shares of Albion
common stock on the same terms.
As a result of the acquisition, Aradyme became a wholly-owned
subsidiary of Albion, the president of Aradyme was appointed the president of
Albion, and the other current officers and directors of Aradyme will become the
officers and directors of Albion, as discussed below. Aradyme's board of
directors and management team will continue Aradyme's business as Albion's new
operating subsidiary. Albion's new board of directors, consisting of former
Aradyme principals, will review whether to attempt to continue to implement its
air charter service through its subsidiary, Svetlana Aviation. Albion has
previously approved changing its name to Aradyme Corporation upon completion of
the reorganization. Accordingly, the current name and address of the registrant
is:
ARADYME CORPORATION
677 East 700 South, Suite 201
American Fork, Utah 84003
Telephone: (801) 756-9585
Telecopy: (801) 756-9518
Aradyme was organized in February 2001 as a software development
company for product development and custom programming for clients needing
database solutions for business applications. As an outgrowth of its initial
activities, in 2002, Aradyme introduced the market to the Aradyme Database
Management System, or DBMS, software technology. The Aradyme DBMS is designed as
a user-friendly and cost-effective development platform that Aradyme believes
will enable it to establish revenues from:
o sales of custom-developed database applications based on the Aradyme
DBMS;
o sales of vertical applications in development on the Aradyme DBMS;
o sales of Aradyme development licenses for developers and resellers
and the resulting ongoing revenue from user licenses required at
workstations accessing applications developed or based on the
Aradyme DBMS; and
o training, support, upgrade protection, specialized development
modules/tools, and consultants.
The Aradyme DBMS uses a development platform that makes the resulting
applications dynamic for the life of the application. The Aradyme DBMS approach
enables rapid building of database applications in a drag-and-drop environment
that Aradyme believes is more powerful, flexible and yet more affordable than
leading alternatives. The technology means applications remain 100% open and
flexible to real-time additions, modifications and changes, allowing
applications to continually evolve real-time with business processes, even after
data has been entered. Aradyme believes that facilitating ongoing revisions,
additions and enhancements without loss of data, downtime, or expensive
time-consuming re-architecture of the DBMS is an important feature of the
Aradyme DBMS approach.
Aradyme believes that this is different than current DBMS software,
which becomes difficult to change after the system is populated with data. With
the traditional approach, any future flexibility must generally be anticipated
and coded into the DBMS architecture before it is populated with data. If
possible future uses or applications are not properly anticipated and
incorporated into the initial architecture, subsequent revisions and changes
become costly and time-consuming and, in some instances, practicably impossible
to implement.
The Aradyme DBMS is designed to enable a developer to revise, add to,
or enhance the application at any time during its life without the loss or
corruption of the data or expensive, time-consuming re-architecture. In
addition, database solutions by different development teams or different
companies using the Aradyme DBMS can be easily integrated. Aradyme believes that
this enables the Aradyme users to deploy DBMS solutions faster, less
expensively, and with the ability to continue to customize and integrate
solutions as they continue to use the Aradyme database application, in effect
increasing its functionality and efficiency over time, as compared with other,
traditional DBMS software, which tends to become obsolete through the
limitations on program alterations.
Aradyme, a development-stage company, had $30,148 in revenue for the
fiscal year ended September 30, 2002, and had an accumulated loss of $891,200
for the year ended September 30, 2002, and $1,109,980 for the period from
inception through September 30, 2002. For the quarter ended December 31, 2002,
Aradyme reported revenue of $15,995 and a loss of $215,937, for an accumulated
loss of $1,325,917 from inception through December 31, 2002. As of December 31,
2002, Aradyme had stockholders' equity (deficit) of ($124,041). The auditors'
report for the year ended September 30, 2002, contained an explanatory paragraph
regarding the ability of Aradyme to continue as a going concern.
Since inception, Aradyme has relied on proceeds from the sale of
securities to fund its activities. From inception through December 31, 2002,
Aradyme had required an aggregate of $1,171,000 in cash to fund its operating
activities and $23,000 to fund its investing activities, all of which was
provided by the $1,238,000 received from financing activities, including
approximately $1,139,000 in net proceeds from the sale of common and preferred
stock and approximately $126,000 net advances from a related party.
Aradyme estimates that it will require approximately $2.0 million in
cash to fund its activities through December 31, 2003, which it will seek to
obtain principally through the sale of securities. Aradyme has no commitment
from any person to acquire all or any of such securities or to provide funding
through any other mechanism. Aradyme expects that additional capital will be
required in 2004 if it is unable to generate sufficient revenues from
commercialization of the Aradyme DBMS.
Executive Officers and Directors
The former officers and directors of Aradyme will become the executive
officers and directors of Albion, subject to the dissemination to the Albion
stockholders and filing with the Securities and Exchange Commission of required
information about the terms of the transaction, the new executive officers and
directors, their compensation arrangements, and other information. The following
table sets forth information about each person Albion anticipates will become an
executive officer or director of Albion, subject to the foregoing:
Name Age Title
------------------------------------------- ------- ---------------------------------------------------
James R. Spencer.......................... 38 Chief Executive Officer and Director
Kirk L. Tanner............................ 44 President and Director
Merwin D. Rasmussen....................... 49 Chief Financial Officer, Corporate Secretary
and Director
Each director will serve until Albion's next annual meeting of stockholders and
until his successor has been elected and qualified. Officers serve at the
pleasure of the board of directors.
James R. Spencer has served as Aradyme's chief executive officer since
September 2001 and has been a director since February 2001. Before joining
Aradyme, Mr. Spencer was a founder, senior partner, and president at Tanner
Spencer Group, Orem Utah from June 1997 through June 2001, where he directed,
consulted and executed marketing and general business strategies and tactics for
both private and publicly-held companies and their products. From October 1993
to June 1997, Mr. Spencer worked for Novell, Inc., Orem, Utah, where he was
senior director of product line management and planning for the $1.2 billion
annual NetWare product offering. From December 1989 to October 1993, he worked
for SoftSolutions, Inc., Orem Utah, a database application provider, where he
played a principal role in creating the document management and groupware
software category and directed SoftSolutions' marketing in its efforts to become
a market leader. He received his B.S. in Business Finance from Brigham Young
University.
Kirk L. Tanner has served as Aradyme's president since September 2001
and a director since February 2001. Prior to joining Aradyme, Mr. Tanner was a
founder, senior partner, and chief executive officer of Tanner Spencer Group,
Orem Utah, from June 1997 to June 2001, consulting, directing and executing
marketing programs for both private and publicly-held companies. Mr. Tanner was
also employed by Ted Bates, an advertising agency located in Chicago, Illinois,
from June 1985 to February 1987, and BBDO, an advertising agency located in
Dallas, Texas, from February 1987 to March 1988. While with Ted Bates and BBDO,
Mr. Tanner managed accounts such as the Ben Hogan Golf Company, Pepsi, Eagle
Brand Snacks, and Kroger Food Stores. Mr. Tanner has managed the marketing and
communications programs for Novell, Inc. as director of marketing from (March
1988 to August 1989 and as a marketing manager from June 1995 to June 1997), and
SoftSolutions, Inc. as director of corporate communications from October 1989 to
March 1990, and Wicat Systems as director of corporate communications and
marketing from March 1990 to September 1992, and Hales Allen as vice president
of account services working with companies like Josten Learning and WordPerfect
Corporation from September 1992 to February 1995. He earned a B.A. in
advertising from Brigham Young University, Provo Utah, and an M.S. in
advertising from Northwestern University, Chicago, Illinois.
Merwin D. Rasmussen has been an independent contract anesthetist since
1982 and Chief of Obstetrical Anesthesia Department at Pioneer Valley Hospital
since 1986. Mr. Rasmussen has also served as Aradyme's corporate secretary and a
director from February 2001 to the present. Mr. Rasmussen also has been the
manager/director of Synergy Limited, LLC, which owns and operates a Golds Gym
fitness franchise in West Valley City, Utah, since June 2001. From June 1995 to
the present, Mr. Rasmussen has been an owner and director of Envirofresh, Inc.,
a finance company, located in Salt Lake City Utah from July 1995 to the present.
Additionally, he has been the chief executive officer and board member of Eagle
Rock Funding, Salt Lake City Utah, a mortgage finance company, since July 1999.
Mr. Rasmussen received a degree in anesthesia in 1980 from Minneapolis School of
Anesthesia.
Principal Stockholders
The following table sets forth, as of the date of this report, the
outstanding common stock owned of record or beneficially by each person who
owned of record, or was known by Albion, to own beneficially, more than 5% of
issued and outstanding of Aradyme or Albion, respectively, prior to the
reorganization, and the name and share holdings of each director and all of the
executive officers and directors of Aradyme and Albion, respectively, as a
group, together with the ownership of the foregoing in Albion after giving
effect to the completion of the Reorganization:
Before Reorganization After Reorganization
Percent of Outstanding
Security Number(1) Percent Number Primary Diluted(2)
Currently held in Albion
Jehu Hand, sole Common stock 815,800 53.4% 815,800 5.5% 5.1%
director, officer and
principal stockholder
Kimberly Peterson Common stock 93,850 6.1 93,850 0.6 0.6
All other Albion Common stock 617,350 40.4 617,350 4.2 3.8
------------ ------ ----------- ------ ------
stockholders
Total 1,527,000 100.0% 1,527,000 10.4 9.5
=========== ====== ===========
Before Reorganization After Reorganization
Percent of Outstanding
Security Number(1) Percent Number Primary Diluted(2)
Currently held in Aradyme
Aradyme principal
stockholders:
Jenkins Family Trust Common stock 2,900,000 22.1% 2,900,000 19.6 18.0
Daniel Faust Common stock 2,000,000 15.3 2,000,000 13.5 12.4
Leonard Cooke Common stock 2,000,000 15.3 2,000,000 13.5 12.4
Lynn Rob Ledbetter Common stock 901,056 6.9 901,056 6.2 5.6
Wade R. Cook Common stock 684,998 5.2 684,998 4.6 4.2
Aradyme directors and
executive officers:
James R. Spencer Common stock 977,250 7.5 977,250 6.6 6.1
Kirk L. Tanner Common stock 975,250 7.4 975,250 6.6 6.0
Merwin D. Rasmussen Common stock 975,000 7.4 975,000 6.6 6.0
Options 1,000,000 7.1 1,000,000 6.3 5.8
----------- ----------
1,975,000 14.0 1,975,000 11.8 10.9
All Aradyme directors and Common stock 2,927,500 22.1 2,927,500 19.8 18.1
officers as a group (3
persons)
Options 1,000,000 7.0 1,000,000 6.8 6.2
----------- ----------
3,927,500 27.6 3,927,500 26.6 24.3
Preferred stock Common Stock 120,000 0.9 120,000 0.8 0.7
Equivalents
All other Aradyme Common stock 1,700,020 12.9 1,700,020 11.6 10.5
----------- ------
stockholders
Common stock 1,391,000 8.6
--------- -----------
subscriptions and options
13,233,574 100.0% 14,624,574 90.5
========== ====== ---------- -------
16,151,574 100.0%
========== ======
(1) Except as otherwise noted, shares are owned beneficially and of record, and
such record stockholder has sole voting, investment and dispositive power.
(2) Gives effect to the issuance of common stock on the payment of outstanding
subscriptions and the exercise of outstanding options.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As set forth in Item 1 above, Albion Aviation, Inc. has acquired
Aradyme Development Corporation, American Fork, Utah, which is developing and
marketing advanced database management products, in consideration of the
issuance of 13,113,574 shares of common stock and 12,000 shares of preferred
stock. Outstanding Aradyme options to purchase 1,391,000 shares of common stock
at a weighted average price of $0.50 per share are being exchanged for options
to purchase the same number of shares of Albion on the same terms.
Aradyme's principal assets consist of software license rights to
proprietary technologies on which its Aradyme DBMS products are based and
related research and development and other intangibles, which have generally
been expensed for financial reporting purposes. Under the license agreement,
Aradyme issued the licensor 4,000,000 shares of common stock and agreed to pay a
license fee equal to 10% of all license fees collected by Aradyme for each
license sold, distributed or otherwise commercially exploited. The license fee
is payable until the total of $2.0 million has been paid. At the expiration of
the license agreement, Aradyme may purchase the licensed technology for $1.00.
Aradyme paid license fees of $2,755 during the year ended September 30, 2002.
The terms of the reorganization between Albion and Aradyme were the
result of arm's-length negotiations.
ITEM 5. OTHER EVENTS
In contemplation of the completion of the reorganization, the Registrant filed
Certificate of Amendment with the State of Delaware on January 9, 2003 changing
its name to Aradyme Corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Financial statements required by this item will be filed by amendment
as soon as practicable, but no later than May 28, 2003.
b) Pro forma financial statements required by this item will be filed by
amendment as soon as practicable, but no later than May 28, 2003.
c) The following are filed as exhibits to this report.
SEC
Exhibit Reference
Number Number Title of Document Location
- -------------- ------------ ------------------------------------------------------------------- -------------------
Item 2. Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession
- -------------- ------------ ------------------------------------------------------------------- -------------------
2.01 2 Reorganization Agreement between Albion Aviation, Inc. and This filing
Aradyme Development Corporation dated February 7, 2003
Item 3. Articles of Incorporation and Bylaws
- -------------- ------------ ------------------------------------------------------------------- -------------------
3.01 3 Articles of Merger among Albion Aviation, Inc., Albion Merger This filing
Corporation, and Aradyme Development Corporation dated March 13,
2003, with related Plan of Merger
3.02 3 Certificate of Amendment to Certificate of Incorporation of This filing
Albion Aviation, Inc. dated 8th of January, 2003 and filed 9th of
January 2003
Item 4. Instruments Defining the Rights of Security Holders
- -------------- ------------ ------------------------------------------------------------------- -------------------
4.01 4 Form of Certificate of Designation Series A Preferred Stock This filing
ITEM 8. CHANGE IN FISCAL YEAR
In connection with the completion of the reorganization described in
Item 1, the Registrant determined on March 31, 2003, to change its fiscal year
from December 31 to September 30, the fiscal year of Aradyme Development
Corporation.
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.
ALBION AVIATION, INC.
Date: April 4, 2003 By:
Kirk L. Tanner, President