SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 3, 1995
INAV Travel Corporation
(Exact name of registrant as specified in its charter)
Colorado 0-11808 59-2219994
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
2225 E. Randol Mill Road, Suite 305 Arlington, Texas 76011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (817) 633-9400
Item 2. Acquisition or Disposition of Assets
a) ACQUISITION OF ASSETS. On August 3, 1995, INAV Travel Corporation, through
its subsidiary Santiago Data Systems, a Nevada corporation ("Santiago
Nevada"), acquired the assets and business of Santiago Data Systems, Inc.,
a California corporation ("Santiago California"), by means of an Asset
Purchase Agreement.
b) ASSETS AND "BUSINESS" INVOLVED IN THE ACQUISITION. Seller (Santiago
California) sold, transferred and conveyed to Purchaser (Santiago Nevada)
certain assets rights, benefits, contracts agreements and leases, etc. Such
assets include software source code and libraries owned or licensed by
Seller, computer equipment, furniture, customer and prospect lists and
accounts receivable as of July 31, 1995. Also included were assigned
commitments with vendors and processors, as well as proprietary rights to
Santiago California's seven trade-marked products. Such assets will be used
by Purchaser in the business for much the same purposes as previously
utilized by the Seller. Santiago is a developer and marketer of medical and
dental automated practice management software and automated information
management services. Santiago markets both directly to health care
providers and through its network of independent billing centers who market
the Santiago products and provide billing and other services to their
clients.
c) CONSIDERATION AND SOURCES OF FUNDS. Consideration for the above transaction
was as follows: 1) forgiveness of $200,000 of loans previously advanced to
Seller by Purchaser, 2) payment of $529,000 to Seller in 61 installments,
3) payment of $240,000 to unsecured lenders in 12 monthly installments, 4)
assumption of accounts payable in the amount of $95,000, 5) assump- tion of
an obligation to Tom Banks of $55,426 and 6) assumption of an obligation to
AST Research Property Lease Settlement Agreement in the amount of $91,000.
Purchaser intends to satisfy the above-listed financial requirements and
obligations from internally generated funds from its INAV medical
receivables brokerage business and funds generated by the Santiago business
during the payment periods involved. If necessary, additional funds would
be sought from loans and/or equity funding.
The consideration paid for the assets and business of the Seller was mainly
based on 1) Seller's existing debt obligations, 2) obligations to unsecured
lenders, payables and others, 3) and the revenue generating nature of the
business and size of the customer base, as opposed to the Seller's history
of financial performance.
RELATIONSHIPS. Purchaser agreed to purchase the above-described business
and assets from Seller through its Board of Directors and key shareholders.
Thomas Banks, not a Key shareholder of Seller, was president and a director
of Seller. He is also president of Santiago Nevada, and such relationship
was duly notified to Seller's shareholders, Board of Directors, and noted
in Seller's Shareholder Resolution. Mr. Banks will continue as an employee
of Purchaser as president and a director of the Santiago subsidiary. Mr.
Banks also has the right to become the owner of 25 percent of the stock of
the Purchaser's Santiago subsidiary, under the terms of resolutions
approved in connection with the organizational meeting of Purchaser's
Santiago subsidiary on May 18, 1994. An agreement is in place whereby Banks
may exchange his right of ownership in the subsidiary for 300,000 post
split shares of INAV, or its successor.
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Item 7. Financial Statements and Exhibits.
It is impracticable to provide the required financial statements for the
acquired business at the time this report on Form 8-K is filed. Such financial
statements will be filed as soon as practicable.
a. Exhibits.
The following is a list of exhibits filed as part of this Current
Report on Form 8-K.
Exhibit
Number Description of Exhibit
- - ------ ----------------------
2.1 Asset Purchase Agreement dated as of August 1, 1995, by and between
Santiago Data Systems, Inc., a California corporation and Santiago Data
Systems, Inc., a Nevada corporation.
2.2 Pro forma Financial Statement dated December 31, 1994 and July 31, 1995.
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.
INAV Travel Corporation
Date: May 16, 1996 /s/ Scott A. Haire
-----------------------
Scott A. Haire, Chairman of the Board,
Chief Executive Officer and President
(Principal Financial Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- - ------ ----------------------
2.1 Asset Purchase Agreement dated as of August 1, 1995, by and between
Santiago Data Systems, Inc., a California corporation and Santiago Data
Systems, Inc., a Nevada Corporation.
2.2 Pro forma Financial Statement dated December 31, 1994 and July 31, 1995.
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