8-K 1 g65551e8-k.txt ENVISION DEVELOPMENT 1 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 October 31, 2000 ------------------------------------------------------- Date of Report (Date of earliest event reported) Envision Development Corporation ------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 001-15311 65-0981457 ------------- ---------------- ------------------ State of Commission File IRS Employer Incorporation Number Identification No. 100 Nickerson Road, Marlboro, Massachusetts 01752 ------------------------------------------------------- Address of principal executive offices (508) 480-3000 ------------------------------------------------------- Registrant's telephone number, including area code ------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 2. Acquisition or Disposition of Assets. On October 31, 2000, Envision Development Corporation ("Envision") disposed of a majority of the assets of its wholly-owned subsidiary, Envision Massachusetts ("Envision Mass"), pursuant to the terms of a letter agreement (the "Agreement"), dated October 31, 2000, by and among Business Solutions Outpost Corporation, ("BSOC"), and Envision. Under this Agreement Envision disposed of certain computer equipment and was released from all of its client contract obligations and certain liabilities. The acquirer, Robert R. Haskell II, President of BSOC, is the former V.P. of Sales for Envision Mass. The total consideration from this disposition was $52,790. As a result of this transaction, management expects to record a loss on the disposition of Envision Mass of approximately $10,283,000, including a $10,000,000 write-off of the remaining goodwill associated with the Envision Mass acquisition. Item 7. Pro Forma Financial Information. (b) Pro forma financial information. 2 3 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 15th day of November, 2000. ENVISION DEVELOPMENT CORPORATION By: /s/ MICHAEL AMIDEO --------------------------------------- Michael Amideo Chief Executive Officer 3 4 ENVISION DEVELOPMENT CORPORATION (SUCCESSOR TO PERFUMANIA.COM, INC.) FORWARD LOOKING STATEMENTS This Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control, that may cause the actual results, performance or achievements of Envision Development Corporation or its industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions relating to our operations, financial condition and results of operations, including, among others, rapid technological and regulatory changes in the industries we serve, the financial resources of our customers, our numerous competitors and the few barriers to entry for potential competitors, our uncertain revenue growth, our ability to attract and retain qualified personnel, our ability to expand our infrastructure and manage our growth, and our ability to identify, finance and integrate acquisitions, among others. If any of these risks or uncertainties materialize, or if any of the underlying assumptions prove incorrect, actual results may differ significantly from results expressed or implied in any forward-looking statements made by us. These and other risks are detailed in the Annual Report on Form 10-K as of and for the year ending January 29, 2000 and in other documents filed by us with the Securities and Exchange Commission. Envision undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. PRO FORMA FINANCIAL INFORMATION (UNAUDITED) On October 31, 2000, Envision Development Corporation ("Envision") disposed of a majority of the assets its wholly-owned subsidiary, Envision Massachusetts ("Envision Mass"), pursuant to the terms of a letter of agreement, dated October 31, 2000, by and among Envision and Robert R. Haskell II, president of Business Solutions Outpost Corporation, ("BSOC"). Management expects to record a loss on the disposition of Envision Mass. This entry will include a write-off of the goodwill associated with Envision Mass of approximately $10 million. The following presents the pro forma financial information (unaudited) of Envision as of July 29, 2000 and January 29, 2000, and for six and three months ended July 29, 2000, as if the disposition of certain assets of Envision Mass was consummated at the beginning of the periods presented. The historical financial information for Envision is derived from the historical financial statements previously filed with the Securities and Exchange Commission and is intended only for presentation of the Company's pro forma financial information. The pro forma financial information is provided for informational purposes only and should not be construed to be indicative of the Company's results of operations had the acquisition been consummated on the dates assumed and does not project the Company's results of operations for any future period. The pro forma adjustments are described below. 4 5 PRO FORMA COMBINED BALANCE SHEET JULY 29, 2000 (UNAUDITED)

5 6 PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JULY 29, 2000 (UNAUDITED)

6 7 PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JULY 29, 2000

7 8 PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED JANUARY 29, 2000 (UNAUDITED)

8 9 NOTES TO PRO FORMA FINANCIAL STATEMENTS: (1) To eliminate Envision Mass' assets and liabilities disposed with the sales of the majority of the assets and liabilities to BSOC. (2) To account for the impairment of goodwill related to Envision Mass acquisition. 9

ENVISION DEVELOPMENT CORP /FL/ 8-K