SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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 6, 2001
APPIANT TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-21999 84-1360852
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER)
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6663 OWENS DRIVE
PLEASANTON, CA 94588
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (925) 251-3200
Not applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 23, 2001, pursuant to the Agreement and Plan of Merger, dated as of
February 5, 2001, by and among Appiant Technologies, Inc., a Delaware
corporation formerly known as NHancement Technologies, Inc. (the "Registrant" or
the "Company"), Great America Acquisition Corp., a Delaware corporation (the
"Merger Sub"), Quaartz Inc., a Delaware corporation ("Quaartz") and Tom Ku, as
Stockholders' Agent, the Registrant completed the merger of Merger Sub, a
wholly-owned subsidiary of the Registrant, with and into Quaartz, with Quaartz
being the surviving corporation of the merger and becoming a wholly-owned
subsidiary of the Registrant. The transaction was closed on May 23, 2001 and is
being accounted for as a purchase transaction.
As consideration for the transaction, the Registrant issued an aggregate of
1,500,000 shares of the Registrant's common stock, $0.01 par value, in exchange
for the outstanding shares of capital stock of Quaartz, subject to the
withholding of 50% of such shares in escrow in accordance with the terms of the
Agreement.
The Registrant currently intends that Quaartz's business will continue to be
operated in its current manner. Certain of the assets of Quaartz were used in
the application and service provider business to offer its customers tools and
services to enhance customer interaction through the Internet, and the
Registrant currently intends to use such assets in substantially the same
manner.
The total value of consideration paid for the purchase transaction was
determined based on arm's length negotiations between the Registrant and
Quaartz, which took into account Quaartz's financial position, operating
history, products, intellectual property and other factors relating to Quaartz's
business and certain income tax aspects of the transaction. Prior to the
effective time of the merger, the Registrant was granted a security interest in
substantially all of Quaartz's assets in exchange for agreeing to loan up to
$1,000,000 to Quaartz.
The Company will account for the purchase price as (i) $ 8,310,000 in Company
Common Stock, calculated by multiplying the number of shares of Company Common
Stock issued at the effective time of the Merger (1,500,000 shares) by $5.54,
which represents the average price of the Company's stock for the period two
days preceding through two days following the Registrant's first announcement of
the Merger, which occurred on February 8, 2001, (ii) $429,000 representing the
fair value of the Registrant's common stock options granted to Quaartz employees
in exchange for cancelled Quaartz common stock options, and (iii) $242,000 in
approximate acquisition expenses. The Company will account for the total
purchase price of Quaartz Inc. as $ 8,981,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Consolidated financial
statements of Quaartz Inc. are attached as Exhibits 99.3 and 99.4 hereto.
(b) PRO FORMA FINANCIAL INFORMATION. Pro forma consolidated financial
information is attached as Exhibit 99.5 hereto.
Exhibit No. Description
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2.1* Agreement and Plan of Merger, dated as of February 5, 2001, by
and among Nhancement Technologies Inc., d/b/a Appiant
Technologies, Inc., Great America Acquisition Corp., Quaartz Inc.
and Tom Ku, as Stockholders' Agent.
The above agreement contains a list identifying all exhibits and
schedules thereto not filed as a part of Exhibit 2.1. The Company
agrees to furnish supplementary a copy of any omitted exhibits or
schedules to the Securities and Exchange Commission upon request.
23.1 Consent of PricewaterhouseCoopers LLP
99.3 Audited Consolidated Financial Statements of Quaartz, Inc. for
the period ended September 30, 1999 and the year ended September
30, 2000
99.4 Unaudited Interim Consolidated Financial Statements of Quaartz,
Inc. for the six months ended March 31, 2001 and 2000
99.5 Unaudited Pro Forma Consolidated Financial Statements of Appiant
Technologies, Inc. and Quaartz, Inc. for the period ended March
31, 2001 and the year ended September 30, 2000
* Previously filed with Report on Form 8-K filed June 6, 2001.
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.
Appiant Technologies, Inc.
August 13, 2001 By: /s/ Douglas Zorn
-------------------------------------
Douglas S. Zorn
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1* Agreement and Plan of Merger, dated as of February 5, 2001, by
and among Nhancement Technologies Inc., d/b/a Appiant
Technologies, Inc., Great America Acquisition Corp., Quaartz Inc.
and Tom Ku, as Stockholders' Agent.
The above agreement contains a list identifying all exhibits and
schedules thereto not filed as a part of Exhibit 2.1. The Company
agrees to furnish supplementary a copy of any omitted exhibits or
schedules to the Securities and Exchange Commission upon request.
23.1 Consent of PricewaterhouseCoopers LLP
99.3 Audited Consolidated Financial Statements of Quaartz, Inc. for
the period ended September 30, 1999 and the year ended September
30, 2000
99.4 Unaudited Interim Consolidated Financial Statements of Quaartz,
Inc. for the six months ended March 31, 2001 and 2000
99.5 Unaudited Pro Forma Consolidated Financial Statements of Appiant
Technologies, Inc. and Quaartz, Inc. for the period ended March
31, 2001 and the year ended September 30, 2000
* Previously filed with Report on Form 8-K filed June 6, 2001.