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):
January 15, 2004 (January 8, 2004)
Availent Financial, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-02252 13-1976670
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2720 Stemmons Freeway, South Tower, Suite 600
Dallas, TX 75007
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 637-2972
(Former name or former address, if changed since last report): Not Applicable
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 8, 2004, Availent Financial, Inc., a Delaware corporation (the
"Registrant"), acquired, substantially all of the assets of Broyd, Inc. - D.B.A.
First Texas Residential ("First Texas" or "Seller"). The aggregate purchase was
$3,500,000.00, which payment consisted of $250,000.00 in cash and a
$3,250,000.00 promissory note. The note matures on February 1, 2004 and bears
interest at an annual rate equal to the prime rate plus two percent. At the sole
option of Registrant, one thirty day extension of the due date is available if a
payment of $100,000.00 is made to Seller by the Registrant.
The promissory note is secured by substantially all of the assets being
acquired from the seller. The Registrant anticipates that it will be successful
in obtaining the required financing to timely pay the promissory note in full.
In the event that Registrant fails to pay the promissory note when due, Seller
may declare the note in default and, among other things, may exercise its rights
as a secured creditor and foreclose on the assets.
First Texas is a growing residential brokerage firm located in Houston,
Texas providing mortgage finance marketing services, primarily in the form of
residential mortgages.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Businesses Acquired. The audited financial
statements of First Texas required by this Item 7(a) are not yet available. The
Registrant expects that the audited financial statements of First Texas will be
completed and filed by amendment to this Form 8-K Current Report within 60 days
after the date of this Form 8-K Current Report.
(b) Pro Forma Financial Information. The pro forma financial statements of
the Registrant required by this Item 7(b) are not yet available. The Registrant
expects that the pro forma financial statements will be completed and filed by
amendment to this Form 8-K Current Report not later than 60 days after the date
of this Form 8-K Current Report.
(c) Exhibits.
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Exhibit No. Description
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10.1 Asset Purchase Agreement dated December 31, 2003 between
Registrant and Broyd, Inc. - D.B.A. First Texas Residential
10.2 Contingent Payment Agreement dated December 31, 2003 between
Registrant and Broyd, Inc. - D.B.A. First Texas Residential.
10.3 Promissory Noted dated December 31, 2003 between Registrant and
Broyd, Inc. - D.B.A. First Texas Residential.
10.4 Security Agreement dated December 31, 2003 between Registrant and
Broyd, Inc. - D.B.A. First Texas Residential.
10.5 Bill of Sale dated December 31, 2003 between Registrant and
Broyd, Inc. - D.B.A. First Texas Residential.
10.6 Warrant Agreement dated December 31, 2003 between Registrant and
Broyd, Inc. - D.B.A. First Texas Residential.
10.7 Employment Agreement dated December 31, 2003 between Registrant
and Tom Boyd.
10.8 Employment Agreement dated December 31, 2003 between Registrant
and Doug Brown.
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10.9 Intercreditor Agreement dated December 31, 2003 between
Registrant and Joe Lutz and Broyd, Inc. - D.B.A. First Texas
Residential.
99.1 Press Release dated January 15, 2004
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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.
AVAILENT FINANCIAL, INC.
Dated: January 15, 2004 By: /s/ Bruce A. Hall
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Name: Bruce A. Hall
Title: Chief Financial Officer
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