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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): October 19, 2010
EPAZZ, Inc.
(Exact name of Registrant as specified in its charter)
Illinois 333-139117 36-4313571
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of Number)
incorporation)
309 W. Washington St. Suite 1225
Chicago, IL 60606
(Address of principal executive offices)
Registrant's telephone number, including area code: (312) 955-8161
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:
[_] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 2, 2010, the Registrant entered into the Stock Purchase Agreement
and related agreements described below under Item 2.01.
Company plans to file an amended 8-k in the near future with additional
disclosures.
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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On or about September 2, 2010, Epazz, Inc. (the "Company", "we" and "us")
entered into a Stock Purchase Agreement (the "Purchase Agreement") with
Intellisys, Inc., a Wisconsin corporation ("Target Company") and Paul Prahl, an
individual and the sole stockholder of the Target Company. The Purchase
Agreement consummated the transactions contemplated by the May 4, 2010,
non-binding letter of intent (the "Letter of Intent") the Company entered into,
to acquire 100% of the outstanding shares of the Target Company. Pursuant to the
Purchase Agreement, the Company agreed to purchase 100% of the outstanding
shares of the Target Company for an aggregate purchase price of $175,000 (the
"Purchase Price"). The Purchase Price was payable as follows:
(a) The Company paid Mr. Prahl $125,000 in cash (the "Cash
Consideration") at the Closing (as defined below) of the Purchase
Agreement; and
(b) The Company provided Mr. Prahl with a 6% Promissory Note in the
amount of $50,000 (the "Note"),described in greater detail below.
Additionally, the Company agreed to assume an aggregate of approximately
$53,137.76 in outstanding liabilities of Target Company in connection with the
Closing.
The Purchase Agreement closed on September 30, 2010 ("Closing"), at which
time Mr. Prahl delivered to the Company, 85 shares of Intellisys stock,
representing 100% of the issued and outstanding shares of Target Company. Also
at Closing, the Company delivered the Cash Consideration and the Note to Mr.
Prahl. As a result of the Closing, Target Company became wholly-owned subsidiary
of the Company.
The Note bears interest at the rate of six percent (6%) per annum, and all
past-due principal and interest (which failure to pay such amounts after a
fifteen (15) day cure period, shall be defined herein as an "Event of Default")
bear interest at the rate of twelve percent (12%) per annum until paid in full.
The Note, however, additionally provides that the Company shall have two
additional fifteen (15) day cure periods during the term of the Note resulting
in two thirty (30) day cure periods before an Event of Default occurs. The
principal amount of the Note is due on September 18, 2015. The Note is payable
in monthly installments of the greater of $555.10 (each a "Monthly Payment"),
with the first such Monthly Payment due on September 15, 2010, until such time
as this Note is paid in full. Provided, however, that if the total amount due
under the Note is less than any Monthly Payment, the Company shall only be
obligated to pay the remaining balance of the Note. The Note may be prepaid at
any time without penalty.
Additionally, the Company agreed to secure the payment of the Note with a
Uniform Commercial Code Security Interest filing, which the Company agreed to
file, at Mr. Prahl request, at the Company's expense, to grant Mr. Prahl a
security interest over all of the Target Company' tangible and intangible
assets, and the outstanding stock of the Target Company until the Note is
repaid.
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Intellisys, Inc. Business Overview
Intellisys, Inc. was incorporated under the laws of Wisconsin in January 1,
1993.
Intellisys' main source of revenue comes from the "Integrated Plant
Management and Control Software" product, which it owns.
Intellisys Software
Intellisys developed the IPMC Software ("IPMC") Integrated Plant
Management Control is a software system design for water and wastewater facility
management. IPMC is the technology-based strategy for optimizing operations by
automatically collecting, managing, organizing and disseminating information for
the operations, management, laboratory, maintenance, and engineering functions.
SystemView
SystemView displays the system processes and lets you control the system
in real time. It displays alarms, equipment status, summary accumulated and
trend data.
Features
o The Alarm/Event Journal records all alarms and status
changes and has the flexibility to query history based on tag names and time
ranges
o Smart Server provides communication with process control and automatic
collections of data. It is designed to normalize data, accumulate and summarize
statistics for the plant management and maintenance systems.
o Rapid application
development tools dramatically reduce system development time. Development tools
are included with all applications.
MaintenanceView
MaintenanceView provides the traditional functional functionality of a
comprehensive maintenance management system including:
o Fixed asset and rotating equipment
o Preventive scheduling and predictive reports and charts
o Work order management
o Inventory and purchasing
o Manufacture and vendor records
o Parts inventory
Features
o Track your maintenance costs by center, department, location, etc.
o Create customized user interface sorting by location, equipment type,
department, cost center,
manufacture or vendor.
o Customized reports using on MS Excel compatible spreadsheets to
accommodate your specific needs.
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ReportView
ReportView provides you with a historic picture of the
operation of your plant through centralized storage of data. Realistic graphics
can be constructed to assist the user in managing, accessing and analyzing
real-time and manually entered process or laboratory data. The NEW application
consists of the data import service -Historic Data and the main application's
Display Client, Spreadsheet Client and Chart Client.
Features
o Stores your real-time and laboratory data in a secure open database.
o Time-basedcompression stores process information and manually collected
data efficiently.
o Flexible rapid application development tools allow creation of input displays,
reports and charts and navigation menus.
o Using MS Excel compatible spreadsheet, ReportView combines the
user-friendly features of familiar spreadsheet functions with the
security of an expandable database.
o Reporting tools provide easy access to retrieve summarized or raw
data for your process-efficiency and compliance reports.
o Creates 2D and 3D presentations-quality charts in minutes.
o An efficient decision support system and dashboard development tools for
operations, maintenance, management and
engineering.
EnergyView
EnergyView is an automated energy management dashboard tools.
EnergyView provides smart energy metering and power measurement technology to
accurately measure, store, track and analyze energy data. The energy metering
and submetering systems can link to SCADA or any PC to collect crucial energy
data. In addition manual data on other energy sources can be managed as part of
the same energy management application. The combination of hardware and software
is designed to provide an end-to-end solution from measurement to billing
audits. The objective of the EnergyView application is to improve the speed and
quality of energy measurement information, so that facility managers will be
able to make better management decisions, conserve energy and reduce operating
costs.
Features
o Collect usage data manually and automatically
o Normalize energy variables create benchmarking variables
o Provides comparisons of hourly usage to previous days
o Calculates operating cost and savings by day, month and year-to-date
o Forecasts and alarm peak demands
o Send alarms via local annunciation, email or pagers
o Benchmarking
o Local Factor Analysis
o Automate Energy Billing Audit
o Determining Changes in Energy Usage Patterns
o Setting Saving Targets and Tracking Your Progress
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1* Press Release Announcing COMPLETION OF ACQUISITION
* Filed herewith.
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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.
Epazz, Inc.
Date: October 19, 2010
By: /s/ Shaun Passley
Shaun Passley
Chief Executive Officer
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