UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 13, 2004
(Date of earliest event reported)
GK INTELLIGENT SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 000-22057 76-0513297
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(State or other jurisdiction (Commission File Number) (IRS Employer of
incorporation) Identification No.)
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2606 Yorktown Place
Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (713) 626-1504
Item 2. Acquisition or Disposition of Assets.
On August 13, 2004, we entered into a Corporate Reorganization Agreement to
acquire Ascendant Texas Source Group, Inc. The Corporate Reorganization
Agreement provides for the acquisition of all of the issued and outstanding
shares of common stock of Ascendant Texas Source Group, Inc. in exchange for
shares of our restricted common stock having a total value of $1,500,000.
Ascendant Texas Source Group, Inc. is a privately-held, Houston-based full
service provider of quality collaborative e-business process software, process
consulting, rapid web development and hosting services.
The description of the transaction contained herein is qualified in
its entirety by reference to the Corporate Reorganization Agreement filed as
Exhibit 10.1 to this Report.
We issued a press release regarding this matter on August 17, 2004.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not filed herewith; to be filed by amendment. Pursuant to Item
7(a)(4) Form 8-K, we hereby undertake to file such information as soon as it
is available but no later than October 27, 2004.
(b) Pro forma financial information.
Not filed herewith; to be filed by amendment. Pursuant to Item
7(a)(4) Form 8-K, we hereby undertake to file such information as soon as it
is available but no later than October 27, 2004.
(c) Exhibits.
Exhibit Description
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2.1 Corporate Reorganization Agreement between Julie
Maranto, and GK Intelligent Systems, Inc. dated August 19,
2004.
99.1 Press release
Any forward-looking statements in this release are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Act of 1995. Investors
are cautioned that actual results may differ substantially from such
forward-looking statements, which involve risks and uncertainties including,
but not limited to, continued acceptance of the Company's products and
services in the marketplace, competitive factors, new products and
technological changes, dependence upon third-party vendors, customer
relations, government supervision and regulation, changes in industry
practices, changes in third-party expense reimbursement procedures, and other
risks detailed in the Company's periodic filings with the Securities and
Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GK INTELLIGENT SYSTEMS, INC.
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Registrant
Date: August 19, 2004 By: /s/ Gary F. Kimmons
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Gary F. Kimmons
President and Chief
Executive Officer