FindEx.com, Inc. Form 8-K October 18, 2007
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 18, 2007
FINDEX.COM,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-29963
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88-0378462
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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620
North 129th
Street, Omaha, Nebraska
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68154
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(402)
333-1900
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(Former
name or former address, if changed since last report)
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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
1.01 - Entry into a Material Definitive Agreement.
On
October 18, 2007, FindEx.com, Inc., the registrant (the “Company”) entered into
and consummated an Asset Purchase Agreement (the “Asset Purchase Agreement”)
with ACS Technologies Group, Inc., a privately-held South Carolina corporation
(“ACS Technologies”). Pursuant to the terms of the Asset Purchase Agreement, the
Company sold, and ACS Technologies acquired, all of the assets and liabilities
associated with the Company’s Membership Plus®
product
line for $1.675 million in cash (the “Asset Sale”). The Membership
Plus®
product
line, which had accounted for approximately 27% of the Company’s 2006 aggregate
revenues, centers around an industry-leading church management software designed
to serve the unique database, financial management and related productivity
tool
needs of churches, “para-church” organizations and ministries, and non-profit
entities. The specific assets conveyed included, among others, underlying
software source code, existing product inventories, online marketing channels,
registered trade names, and accounts receivable. The Asset Purchase Agreement
contains customary representations and warranties associated with similar asset
conveyance transactions, and provides for indemnification by the Company in
an
amount not to exceed the purchase price.
As
part
of the Asset Sale, the Company also entered into a Partial Assignment of License
Agreement with ACS Technologies and a third party (dated October 11, 2007 but
delivered out of escrow as of the closing of the Asset Sale) pursuant to which
it assigned to ACS Technologies all of its rights and interest in, to and
associated with, the Membership Plus®
product
line which rights and interest it had been continuing to derive under that
certain License Agreement between the Company and Parsons Technology, Inc.
dated
June 30, 1999, a copy of which was filed as Exhibit 10.3 with the Company’s Form
10-KSB/A on May 13, 2004 (the “1999 License Agreement”). In accordance with the
terms of the Asset Sale, the Company has agreed to indemnify the current
licensor under the 1999 License Agreement for any and all obligations arising
under the License Agreement, including those associated with the Membership
Plus®
product
line. The Company continues to retain all rights and interests unrelated to
the
Membership Plus®
product
line under the 1999 License Agreement, which was effectively extended
indefinitely as part of the Partial Assignment of License
Agreement.
Also
as
part of the Asset Sale, the Company and ACS Technologies entered into a certain
consulting services agreement pursuant to which the Company shall provide
certain information technology, product development, distribution and other
services on a fee basis for an indeterminate period defined by reference to
the
completion of certain projects and services.
The
foregoing descriptions of the Asset Purchase Agreement and the Partial
Assignment of License Agreement do not purport to be complete and are qualified
in their entirety by the Asset Purchase Agreement and the Partial Assignment
of
License Agreement, respectively, copies of which are attached to this Current
Report on Form 8-K as Exhibits 10.27 and 10.28, respectively, and are
incorporated herein by reference.
Item
2.01 - Completion
of Acquisition or
Disposition of Assets.
Reference
is made to Item 1.01 of this Current Report on Form 8-K, as of October 24,
2007,
under which the Company reports the completed disposition of certain
assets.
Item 8.01
- Other Events.
On
October 24, 2007, the Company issued a press release announcing completion
of the sale of all
of
the assets and liabilities associated with the Company’s Membership
Plus®
product
line.
A
copy of
the press release is filed herewith as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01
- Financial Statements and Exhibits.
The
following exhibits are filed herewith:
(d)
Exhibits
Exhibit
No.
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Description
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10.27
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Asset
Purchase Agreement between Findex.com, Inc. and ACS Technologies
Group,
Inc. dated October 18, 2007.
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10.28
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Partial
Assignment of License Agreement Among Findex.com, Inc., Riverdeep,
Inc.,LLC and ACS Technologies Group, Inc. dated October 11,
2007.
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99.1
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Press
Release dated October 24, 2007.
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SIGNATURE
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.
Date:
October 24, 2007
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FINDEX.COM,
INC.
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By:
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/s/
Steven Malone
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Steven
Malone
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President
& Chief Executive Officer
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