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 3, 2001.
PIPELINE TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-23823 84-1313024
---------------- ------------ --------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1001 Kings Avenue, Suite 220
Jacksonville, Florida 32207
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (904) 346-0170
--------------
(Former name or former address, if changed since last report): N/A
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective December 3, 2001, Pipeline Technologies, Inc. ("Pipeline" or the
"Company") completed the acquisition of Achieve Networks, Inc. of Dallas, Texas.
Achieve is a privately held Nevada corporation that operates a private IP
network for transmission of voice and data communications. The acquisition was
completed by means of a share exchange in which Pipeline issued 3,000,000 shares
of its common stock to 16 former shareholders of Achieve for 21,676,700 shares
of Achieve, representing 83% of that entity. Mark Roberts, formerly president
and the largest shareholder of Achieve, acquired Pipeline common stock equal to
approximately 15% of the then-issued and outstanding common stock. The remaining
shareholders as a group, including 13 individuals and three private entities,
acquired the remaining Pipeline stock. The acquisition was completed pursuant to
the terms and conditions of a Share Exchange Agreement and Plan of
Reorganization dated September 27, 2001, as amended by the First Amendment dated
November 26, 2001.
The assets of Achieve at the time of closing consist primarily of computer
and network equipment, contract rights and a customer list. The Achieve network
consists of a switch connected to a fiber-optic network owned by a third party.
The relationship between Achieve and the network provider, as well as
relationships with independent entities responsible for maintaining the network,
are governed by the terms of written agreements to which Achieve is party.
Achieve also maintains a list of customers utilizing its network and
relationships with those customers. Pipeline intends to operate Achieve as a
majority owned subsidiary, continue its business and utilize Achieve's network
in connection with its voice-over-Internet protocol telephone service.
Consideration issued by Pipeline for the acquisition was 3,000,000 shares
of its common stock. All of this common stock is restricted from resale under
relevant provision of federal and state securities laws. The amount of this
consideration was determined by negotiation between representatives of Pipeline
and Achieve, and was based on such factors as the estimated fair market value of
the assets of Achieve, the trading price of Pipeline's common stock at the time
of the negotiations, estimated cash flow and other financial criteria. Pipeline
did not obtain an independent appraisal of Achieve or its assets prior to the
acquisition.
In connection with the closing, Timothy J. Murtaugh, President and Chief
Executive Officer of Pipeline, was appointed as President and sole director of
Achieve. Also in connection with the acquisition, Pipeline agreed not to sell
any of its common stock for a price of less than $1.50 per share for a period of
one year following closing without the consent of the former Achieve
shareholders.
Item 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(a.) Financial Statements of Business Acquired.
Financial statements required to be filed pursuant to the provisions
of Regulation S-B will be filed not later than sixty days after the
date of filing this Report. Such financial statements will be included
in an amendment to this Report.
2
(b.) Proforma Financial Information See response to (a.) above.
(c.) Exhibits.
2.1(1) Share Exchange Agreement and Plan of Reorganization by and
between Pipeline Technologies, Inc. and Achieve Networks, Inc.,
Mark S. Roberts, Sherri Johnson, Steven B. Holmes, Ray Harmon and
DGN Securities, Inc. dated September 27, 2001.
2.2* First Amendment to Share Exchange Agreement and Plan of
Reorganization dated November 26, 2001.
2.3* Form of Non-Competition and Confidentiality Agreement between
Mark Roberts and Achieve Networks, Inc.
2.4* Independent Contractor Agreement between Achieve Networks, Inc.
and Mark S. Roberts dated Novemeber 26, 2001.
------------------------
* Filed herewith.
(1) Filed as an Exhibit to Form 10-KSB dated October 15, 2001 and incorporated
herein by reference.
3
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this Report to be signed on its
behalf by the undersigned, hereunto duly authorized.
PIPELINE TECHNOLOGIES, INC.
Date: December 18, 2001 By: /s/ Robert L. Maige, Jr.
----------------- ------------------------------
Robert L. Maige, Jr.,
Chief Financial Officer
4