SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 25, 2002
Dicut, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-30161 52-2204952
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(Commission File Number) (IRS Employer Identification No.
2150 Northwest Parkway NE, Suite H, Marietta, GA 30067
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(Address of Principal Executive Offices) (Zip Code)
770-952-2654
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other events
1. On March 25, 2002, Dicut, Inc. (the "Company") signed a Purchase
Agreement to acquire 100% of the shares of Arcore Technologies Inc.
("Arcore"). The purchase price for Arcore was $2,000,000 payable in ten
installments commencing June 25, 2002, with the last installment to be
paid in December 2004. The Company's obligations were subject to
verification that five separate software components operated within
acceptable levels to the satisfaction of the Company and Arcore providing
proof of ownership of its biometric technology, among other conditions.
Arcore failed to provide proof of ownership of its technology and,
additionally, the Company determined that certain components of the
technology did not operate at commercially acceptable levels; therefore,
the Company elected to terminate the Purchase Agreement. The Company is
currently evaluating other technology to provide a comparable biometric
solution to its client base.
2. On April 5, 2002, the Company signed a Management and Option to
Purchase Agreement with Expidant Inc. The Agreement provides for the
Company being retained as General Manager of Expidant for a period of 51
months with the option to purchase the assets of Expidant at any time
during this period. The Company does not plan to exercise the option
until the Company is satisfied that it can provide audited financial
statements for Expidant, Inc. for the periods required by regulations of
the Securities and Exchange Commission.
In the event that the Company exercises its option to purchase Expidant it
will file an amendment to include the terms of the acquisition,
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 duty authorized.
DICUT,INC.
Date: June 11, 2002 By: \\ Raj Kalra \\
Chief Executive Officer
By: \\ Pierre Quilliam \\
President