Attached files
| file | filename |
|---|---|
| EX-2.2 - VILLAGEEDOCS INC | v168467_ex2-2.htm |
| EX-2.1 - VILLAGEEDOCS INC | v168467_ex2-1.htm |
| EX-99.1 - VILLAGEEDOCS INC | v168467_ex99-1.htm |
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): December 4, 2009
Commission
File Number 000-31395
VillageEDOCS,
Inc.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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33-0668917
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer
Identification
No.)
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1401
N. TUSTIN AVE, STE 230, SANTA ANA, CA
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92705
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(Address
of principal executive offices)
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(Zip Code)
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(714)
734-1030
(Registrant's
telephone number)
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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Please
refer to Item 2.01 with respect to the Sale Agreements.
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets
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On
December 4, 2009, VillageEDOCS, Inc. sold its wholly-owned subsidiary Tailored
Business Systems, Inc. (“TBS”) to N. Harris Computer Corporation and its
affiliate (“Buyer”) for approximately $2.3 million in cash plus up to
$0.7 million in additional future payments (the “TBS Sale”) subject to certain
earn-out provisions as set forth in an Intellectual Property Purchase Agrement
(the “IPPA”) and a Share Purchase Agreement (the “SPA” and, together with the
IPPA, the “Sale Agreements”). Copies of the Sale Agreements are filed
hereto as Exhibits 2.1 and 2.2.
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Item
2.05
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Costs
Associated with Exit or Disposal
Activities
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Please
refer to Item 2.01 with respect to the TBS Sale.
The Buyer
assumed substantially all of the employment agreements of TBS, its office lease,
accounts payable, and certain other accrued liabilities and contracts as
stipulated by the Sale Agreements. Accordingly, the Company does not
expect to incur significant pre-tax cash expenditures in connection with the
disposal. The Company does anticipate that a significant portion of
the total costs associated with the disposal of the assets will be related to
asset impairment charges. A significant portion of these costs are
currently expected to be recorded in the Company's operating results for the
quarter ended December 31, 2009.
To the
extent required by applicable rules, the Company will file one or more
amendments to this Current Report on Form 8-K as estimates of related costs and
charges are finalized.
Item
2.06 Material Impairments
[The
Company currently expects that a significant portion of the total costs
associated with the disposal of the assets will be related to asset impairment
charges. The Company will perform an impairment assessment. Assets
that are determined to be impaired will be written down to fair value.
Management current estimates the Company will be writing off approximately $2.8
million of goodwill (approximately 39% of the total goodwill) and approximately
$218,000 of intangible assets. The impairment charges ultimately recorded
are not expected to result in material future cash expenditures.
To the
extent required by applicable rules, the Company will file one or more
amendments to this Current Report on Form 8-K as estimates of related costs and
charges are finalized.
Item
8.01
Other Events.
On
December 7, 2009, VillageEDOCS, Inc. issued a press release announcing the TBS
Sale. A copy of the press release is furnished hereto as Exhibit
99.1.
Limitation on Incorporation
by Reference
The
information in this Report furnished pursuant to Item 8.01 shall not be deemed
to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section. It may only be incorporated by
reference in another filing under the Exchange Act or Securities Act of 1933, as
amended, if such subsequent filing references this Item 8.01 of this Form
8-K. The information set forth in Item 8.01 of this report shall not
deemed an admission as to the materiality of any information in this report on
Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
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(c)
Exhibits
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Exhibit number
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Description
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2.1
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Intellectual
Property Purchase Agreement, dated December 4, 2009, among N. Harris
Computer Corporation, Tailored Business Systems, Inc., and VillageEDOCS,
Inc.*
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2.2
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Share
Purchase Agreement, dated December 4, 2009, between Systems Design, Inc.,
and VillageEDOCS, Inc.*
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99.1
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Press
Release, dated December 7,
2009**
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*
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filed
herewith
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**
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furnished
herewith
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SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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Date: December
7, 2009
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VILLAGEEDOCS,
INC.
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| By: |
/s/ Michael
A. Richard
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| Print Name: Michael A. Richard | ||
| Title: Chief Financial Officer | ||