SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2 TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 11, 1997
THE THORSDEN GROUP, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-24672 33-0611746
(Commission File No.) (IRS Employer
Identification
No.)
4505 South Wasatch Blvd., Suite 340
Salt Lake City, Utah 84124
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (801) 424-0044
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The purpose of this Amendment is to provide additional information concerning
the business of The Thorsden Group, Ltd. ("Registrant" or "Thorsden" and its
wholly owned subsidiary, Arkona, Inc. ("Arkona").
Thorsden is a Delaware corporation organized in 1992 for the purpose of
seeking and acquiring business opportunities. In October 1997, the Company
merged with Arkona, Inc., a Utah corporation, in a reverse triangular merger,
accounted for as a purchase. Arkona's predecessor, Arkona LLC, a Utah limited
liability company, was founded in September 1996. Since the merger, Thorsden
has continued the business of Arkona of developing, marketing and selling
software products for use in portable network computing. From time to time
below, the term "Company" is used to refer collectively to Thorsden and
Arkona.
Distributed Computing
For more than a decade, the computer industry has been striving to extend the
value of stored information from large enterprise systems to networked desktop
computers. Networked computing allowed corporations to empower workers by
giving them direct control of information and applications. As a result,
productivity skyrocketed in many instances. In recent years, the Internet has
allowed companies to extend the scope and value of their networks even
further. Members of the Internet's "connected" community can obtain a wide
variety of corporate data. The Company believes a third iteration of this
theme is quietly but forcefully gaining momentum. Information access is once
again being extended further than ever before - this time to a wave of mobile,
disconnected, and geographically distributed employees, partners, and
customers. Organizations that take advantage of this third wave can finally
apply corporate knowledge at its ultimate and most critical destination - the
customer point of service.
Intelligent Synchronization
Arkona's unique software solutions are helping to bring about this
"distributed" information wave by extending access to a business' most
critical information and applications - large knowledge databases. These
databases are monolithic in size and complexity which makes them inherently
poor applications for mobile workers such as field sales and service
representatives. However, field sales and service personnel have an acute and
growing need for immediate access to large corporate databases.
When field personnel visit customers for sales or service calls, it is
paramount that they arrive with all pertinent customer information, including
detailed information on products, pricing, contracts, and any other
information which might affect the customer. However, this kind of structured
information is ideally suited for large corporate databases and workhorse
computers. To make matters worse, the information is rarely stored in a single
repository. The result is a complex computing environment difficult for field
service professionals to access and efficiently utilize.
Thorsden believes that this simple requirement of efficiently extracting
information from larger, disparate databases and seamlessly synchronizing it
upon check in from the field is a struggle that costs corporations millions in
lost knowledge capital, lost sales, and lost customers. The need to resolve
this dilemma was the genesis of Arkona's software solutions.
Instead of aiming to displace large corporate databases, which function very
well at the home office where there is ample computing power, Arkona extends
the value of these databases by cleanly extracting mission critical
information for point of service use. By doing so, Arkona's software
maximizes existing software investments by working equally well with any of
the widely used database systems including Oracle, Sybase, Informix,
PeopleSoft, BAAN, SAP, Microsoft, and others.
How the Customer Benefits
Arkona's products and services help customers to:
Optimize Synchronization of Data and Applications. Arkona's Universal
Update™ technology optimizes the process of synchronizing distributed
and mobile data sources. The Universal Update Server™ reduces bandwidth
requirements by distributing and reconciling only incremental differences
between client and server data sources. Administrators may also define
profiles for individual users, groups, or other servers. Information is
customized and distributed based on business logic stored in the user profile.
Reduce the High Cost of Information and Application Updates. Arkona's
synchronization solutions eliminate data "snapshots" mailed to the field,
costly downtime for application updates, and time consuming support of remote
installation procedures. Arkona's technology allows customers to simply,
inexpensively and securely update and synchronize critical information and
distributed applications.
Simplify the Delivery of Information. End-users can update information and
applications with the click of a button, avoiding data/application
reconciliation problems.
Profit from Flexible Synchronization Solutions. True object design and
reusable code libraries allow Arkona to quickly and efficiently create proven
synchronization solutions to a customer's exact specifications. Arkona's
custom solutions take advantage of multiple data sources, data types, OS
platforms, and various mobile devices.
Leverage and Revitalize Legacy Systems. Arkona's custom solutions easily
integrate with existing corporate information and knowledge systems. Arkona
designs distributed applications that extend a company's information system
investments instead of replacing them.
Arkona's Solutions
Universal Update(tm);
The Universal Update client and server represent Arkona's core technology.
These modules work as embedded components within specific vertical solutions.
Arkona's customers and solution providers may choose to license the Universal
Update technology for use in their own products, or can work with Arkona to
build more specific vertical solutions.
Arkona OnSite(tm) Field Service
Arkona OnSite Field Service is Arkona's first vertical solution, designed
specifically for field service engineers. Arkona OnSite gives field service
engineers access to critical customer, product, and inventory information even
when disconnected at the customer's site.
Arkona OnSite(tm) Publisher
Arkona OnSite Publisher is currently being designed in collaboration with an
Arkona solution provider. The Company believes that Arkona OnSite Publisher
will allow large reference publishers to virtually eliminate production and
distribution of CD ROM publications in favor of on-line distribution.
Electronic titles will be synchronized automatically with publisher archives
and placed directly into a subscribers own electronic library solution. It is
currently anticipated that the first implementation will be released to large
legal publishers and law firms.
Project Roswell
The digital revolution has evolved around a simple notion -- that information
should be permanent. Unlike other media formats, digital information can be
stored forever, recovered at will, copied with ease, and shared anywhere.
Unfortunately, these attributes also give digital information a more sinister
side. Digital communication -- your email -- can just as easily be saved,
copied, recovered, and redistributed by anyone at any time. Once an
electronic email message has been sent, authors lose all control of their
words. According to industry analyst Esther Dyson, "The challenge is not to
keep everything secret, but to limit misuse of such information."
The Company has developed an approach to solving these problems. Dubbed
"Project Roswell," ("Roswell") the Company's solution is being designed to
facilitate communication and give content control back to the author. The
project is presently in the design and architecture phase of development.
When the first version of the project is ready for launch, it is expected to
give email users the chance to say how their words will be released, who can
see them, how they can be redistributed, and if they can be printed, copied,
or saved. While there can be no assurance that the safe-guards of
Roswell-enhanced email will not be abused or circumvented by someone with the
requisite degree of computer sophistication and an evil or malicious motive,
subsequent versions will continue to raise the bar against potential abuse and
compromise of security that is so easily breached, often accidentally, with
current systems. The Company expects that the level of security embedded in
the first implementation of Roswell will be sufficient to cover the needs of
most of the users of the product recognizing the trusted communications
inherent in most email.
The Company believes that the features of the first version of Roswell will
address the needs of approximately 80% of the market. Enhancements increasing
the security and further simplifying the product's usability will be added
over time, as with all software.
The first version is expected to include the following key features:
Content RestrictionsAuthors can decide whether their email messages can be
copied, saved, or pasted by the recipient.
Forwarding Restrictions Authors can prohibit recipients from forwarding
their email in whole or in part.
Lifespan Limits Messages can be configured to self-destruct after a predefined
period or be accessed only at certain times.
Dynamic Self-Destruction Messages may destroy themselves as they are read.
Persistence Limits Email authors can define the number of times any message can
be viewed.
Message Withdrawal Authors can retract their Roswell enabled messages even
after they have been sent over the Internet.
The essential features of Roswell will include:
1. Email is created using the sender's favorite email software. Roswell
is currently being designed as an add-on to existing email software. Secure
Roswell email will be sent from any Java enabled email client including email
products from Netscape, Microsoft, Lotus, and many others. Once an email has
been authored, the user selects appropriate Roswell security and auditing
options from a simple, easy to use GUI or relies on either the user-preset or
embedded defaults.
2. Roswell enabled mail server secures the email message. A Roswell
enabled mail server encapsulates and encrypts the email message. The Roswell
enabled email server can reside within a corporation or with an Internet
service provider.
3. Email recipient is notified. The Roswell enabled server notifies the
email recipient that a secured Roswell email has been received. Each
notification includes a hypertext link that quickly takes the recipient to the
secured message.
4. Access is granted using a personal password. Before the recipient can
open Roswell secured email, the recipient must first be authenticated. This
authentication process will employ industry standard authentication
mechanisms.
5. Content is controlled through sender-defined options. Even after
access has been granted, Roswell secured email continues to be restricted by
the sender defined options. Recipients cannot forward, save, or manipulate
the original email in any way forbidden by the sender.
Subsequent versions are expected to include some or all of the following
enhancements:
Auditing Using Roswell, email users will be able to track the exact date and
time their messages were received and viewed. Authors will receive legal
"Proof of delivery."
Anonymity Roswell will hide the fact that email messages were ever sent.
Digital Watermark Email recipients will be notified if messages have been
compromised.
Standards Compliance Roswell will be fully compliant with existing email
and key-certificate standards.
Recipient Protection Recipients will be able to pre-screen their email by
defining acceptable senders. Email from unacceptable senders will be returned
unopened.
Roswell is expected to be a critical solution for a wide variety of
industries, professions, and situations (and may well become the legally
required standard of care). In fact, the Company believes Roswell-secured
email should be used in any situation requiring discretion. Roswell is
expected to be an ideal solution for:
Legal communications
Governmental agencies
Contract negotiations
Medical information
Sensitive human resource information
Communication of non-public corporate information
Any information which should not be public
White House interns
Special Prosecutors
Roswell is currently in the design and architecture phase of development. It
is anticipated that the product will evolve from its initial implementation, whi
ch, as described above, will represent a level of functionality sufficient to
cover most email users' privacy concerns. However, it is the Company's
intended goal to implement other designs that eliminate intermediary services,
further simplify the functionality and usability of the product and
simultaneously increase the level of security in the product. The ultimate
design goal is to meet the most stringent secure messaging requirements up to
and including the standards of the US Department of Defense. Increasing
levels of security will be implemented en route to achieving this final goal.
In addition, implementations beyond email will be designed and marketed once
the email solution is successfully launched. Markets to be targeted after the
initial Roswell project is delivered include, but will not necessarily be
limited to: voice mail, pagers, databases, Usenet newsreads, and web
publishing tools.
Although the Company believes that Roswell will be launched in its initial
version by the end of 1998, with a goal of late summer 1998, there can be no
assurance that the Company will successfully complete the project, that as
completed, the product will include all or substantially all of the elements
described above, or that any of a number of other risks will not adversely
affect the outcome of the Roswell project. Additional funding will be
required by the Company to complete Roswell. The Company expects to raise
that funding through the private placement of its equity securities. There
can be no assurance, however, that the funding will become available to the
Company or that it will be made available on terms that are favorable to the
Company. The sale or issuance of equity securities in such a transaction
would result in immediate and most likely substantial dilution to the existing
shareholders of the Company. In addition, the issuance of the Company's
securities or securities convertible into the voting securities of the Company
to developers or others who may assist in the development of Roswell or
otherwise in the business activities of the Company would have a similar
dilutive effect on the current shareholders of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.*
(b) PRO FORMA FINANCIAL INFORMATION.*
(c) EXHIBITS.
2.1 Agreement and Plan of Merger dated October 11, 1997 (Schedules
omitted)*
* Previously filed.
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.
THE THORSDEN GROUP, LTD.
Dated: April 3, 1998 By: /s/ Marty Alfred
------------------------
Marty Alfred
Director of Operations