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)
August 25, 2006
Aftersoft Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-27083 84-1108035
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Savannah House, 11-12 Charles II Street, London, UK SW1Y 4QU
(Address of principal executive offices)
Registrant's telephone number, including area code 011 44 207 451 2468
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 25, 2006, the Company, through a wholly-owned subsidiary, Aftersoft
Dealer Software Limited ("Aftersoft Dealer Software"), completed the acquisition
(the "Acquisition") of EXP Dealer Software Limited ("EXP Dealer Software") from
Auto Data Network, Inc. ("Auto Data Network"). EXP Dealer Software owns and
operates Auto Data Network's dealer management ("DMS") business. Pursuant to the
terms of a Share Sale Agreement (the "Agreement") dated August 4, 2006 among the
Company, Aftersoft Dealer Software and Auto Data Network, Aftersoft Dealer
Software acquired 100% of the outstanding shares of EXP Dealer Software from
Auto Data Network in exchange for 28 million shares of the Company's common
stock. The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference. Prior to the closing of the
Acquisition, Auto Data Network owned approximately 95% of the common stock of
the Company and 100% of the common stock of EXP Dealer Software.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the Acquisition, the Company issued 28 million shares of its
common stock to Auto Data Network in exchange for 100% of the outstanding shares
of EXP Dealer Software. The issuance of the shares was exempt from registration
in accordance with Section 4(2) of the Securities Act of 1933, as amended, as a
transaction by the Company not involving any public offering.
Item 8.01 Other Events.
The Company issued a press release on August 25, 2006 announcing the closing of
the Acquisition. That press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
Financial statements of the business acquired which are required
by this item are not included with this initial report on Form 8-K
but will be filed not later than November 10, 2006.
(b) Pro Forma Financial information
Pro forma financial information relative to the business acquired
which is required by this item is not included with this initial
report on Form 8-K but will be filed not later than November 10,
2006.
(d) Exhibits.
The following exhibits are filed with this report.
10.1 Share Sale Agreement dated August 4, 2006
99.1 Press release dated August 25, 2006
2
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.
August 31, 2006 Aftersoft Group, Inc.
By: /s/ Ian Warwick
------------------------------------
Ian Warwick
Chief Executive Officer and President
Exhibit Index
10.1 Share Sale Agreement dated August 4, 2006
99.1 Press release dated August 25, 2006