8-K 1 a4550803.txt AVAILENT FINANCIAL 8-K 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): January 15, 2004 (January 8, 2004) Availent Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 0-02252 13-1976670 ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 2720 Stemmons Freeway, South Tower, Suite 600 Dallas, TX 75007 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 637-2972 (Former name or former address, if changed since last report): Not Applicable 1 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On January 8, 2004, Availent Financial, Inc., a Delaware corporation (the "Registrant"), acquired, substantially all of the assets of Broyd, Inc. - D.B.A. First Texas Residential ("First Texas" or "Seller"). The aggregate purchase was $3,500,000.00, which payment consisted of $250,000.00 in cash and a $3,250,000.00 promissory note. The note matures on February 1, 2004 and bears interest at an annual rate equal to the prime rate plus two percent. At the sole option of Registrant, one thirty day extension of the due date is available if a payment of $100,000.00 is made to Seller by the Registrant. The promissory note is secured by substantially all of the assets being acquired from the seller. The Registrant anticipates that it will be successful in obtaining the required financing to timely pay the promissory note in full. In the event that Registrant fails to pay the promissory note when due, Seller may declare the note in default and, among other things, may exercise its rights as a secured creditor and foreclose on the assets. First Texas is a growing residential brokerage firm located in Houston, Texas providing mortgage finance marketing services, primarily in the form of residential mortgages. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of the Businesses Acquired. The audited financial statements of First Texas required by this Item 7(a) are not yet available. The Registrant expects that the audited financial statements of First Texas will be completed and filed by amendment to this Form 8-K Current Report within 60 days after the date of this Form 8-K Current Report. (b) Pro Forma Financial Information. The pro forma financial statements of the Registrant required by this Item 7(b) are not yet available. The Registrant expects that the pro forma financial statements will be completed and filed by amendment to this Form 8-K Current Report not later than 60 days after the date of this Form 8-K Current Report. (c) Exhibits. -------- Exhibit No. Description ----------- ----------- 10.1 Asset Purchase Agreement dated December 31, 2003 between Registrant and Broyd, Inc. - D.B.A. First Texas Residential 10.2 Contingent Payment Agreement dated December 31, 2003 between Registrant and Broyd, Inc. - D.B.A. First Texas Residential. 10.3 Promissory Noted dated December 31, 2003 between Registrant and Broyd, Inc. - D.B.A. First Texas Residential. 10.4 Security Agreement dated December 31, 2003 between Registrant and Broyd, Inc. - D.B.A. First Texas Residential. 10.5 Bill of Sale dated December 31, 2003 between Registrant and Broyd, Inc. - D.B.A. First Texas Residential. 10.6 Warrant Agreement dated December 31, 2003 between Registrant and Broyd, Inc. - D.B.A. First Texas Residential. 10.7 Employment Agreement dated December 31, 2003 between Registrant and Tom Boyd. 10.8 Employment Agreement dated December 31, 2003 between Registrant and Doug Brown. 2 10.9 Intercreditor Agreement dated December 31, 2003 between Registrant and Joe Lutz and Broyd, Inc. - D.B.A. First Texas Residential. 99.1 Press Release dated January 15, 2004 3 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. AVAILENT FINANCIAL, INC. Dated: January 15, 2004 By: /s/ Bruce A. Hall ----------------------------- Name: Bruce A. Hall Title: Chief Financial Officer 4

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): January 22, 2003 (January 2, 2003)

Availent Financial, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State of other jurisdiction of incorporation) 0-02252 (Commission File No.) 313-1976670 (IRS Employer Identification Number)

2720 Stemmons Freeway, South Tower, Suite 600, Dallas, Texas		75207
(Address of principal executive offices)		(Zip Code)

(214) 637-2972

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Item 4. Changes in Registrant’s Certifying Accountant.

(a) Resignation of Certifying Accountant.

(i) On January 17, 2003, John P. Semmens CPA, a professional corporation (the “Former Accountant”), who was previously engaged as the principal accountant to audit the financial statements of Availent Financial, Inc., a Delaware corporation (the “Corporation”), resigned as the principal accountant and auditor of the Corporation.

(ii) The reports of the Former Accountant on the financial statements of the Corporation for the past two years contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

(iii) The decision to accept the resignation of the Former Accountant was recommended and approved by the board of directors of the Corporation.

(iv) During the Corporation’s two most recent fiscal years and the subsequent interim period(s) preceding the resignation of the Former Accountant, there were no disagreements with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreement(s), if not resolved to the satisfaction of the Former Accountant, would have caused the Former Accountant to make reference to the subject matter of the disagreement(s) in connection with the report(s) of the Former Accountant.

(v) During the Corporation’s two most recent fiscal years and the subsequent interim period(s) preceding the resignation of the Former Accountant, there were no reportable events of the kind required to be provided by paragraph 304(a)(1)(v) of Regulation S-K.

(vi) The Corporation provided the Former Accountant with a copy of the disclosures made by the Corporation in this report in response to Item 304(a) of Regulation S-K, requested the Former Accountant to furnish the Corporation with a letter addressed to the Securities and Exchange Commission stating whether the Former Accountant agrees with the statements made by the Corporation in this report in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which the Former Accountant does not agree, and has filed the Former Accountant’s letter as Exhibit 16.1 to this report.

(b) Engagement of New Certifying Accountant.

Massella Rubenstein LLP (the “New Accountant”), who was previously engaged by the Corporation on January 2, 2003, will act as the principal accountant to audit the financial statements of the Corporation.

During the Corporation’s two most recent fiscal years and the subsequent interim period(s) prior to engaging the New Accountant, neither the Corporation nor anyone acting on behalf of the Corporation consulted the New Accountant regarding (i) either (1) the application of accounting principles to a specified transaction, either completed or proposed, or (2) the type of audit opinion that might be rendered on the Corporation’s financial statements or (ii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K). In addition, during the Corporation’s two most recent fiscal years and the subsequent interim

period(s) prior to engaging the New Accountant, no written report was provided by the New Accountant to the Corporation and no oral advice was provided that the New Accountant concluded was an important factor considered by the Corporation in reaching a decision as to any accounting, auditing, or financial reporting issue.

Item 7. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not Applicable

(b) Pro Forma Financial Information.

Not Applicable

Exhibit No.		Description
16.1		Letter On Change in Certifying Accountant, dated January 17, 2003, from the Former Accountant to the Securities and Exchange Commission

Item 8. Change in Fiscal Year.

On January 17, 2003, Availent Financial, Inc., a Delaware corporation (the “Corporation”), determined to change the fiscal year of the Corporation from a fiscal year ended September 30 to a fiscal year ended December 31.

Remainder of Page Intentionally Left Blank.

Signature Page(s) to Follow.

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.

Dated: January 22, 2003	Availent Financial, Inc.
	By:	/s/ Woody Conradt
	Name:	Woody Conradt
	Title:	Chief Financial Officer

INDEX OF EXHIBITS

Exhibit No.		Description
16.1		Letter On Change in Certifying Accountant, dated January 17, 2003, from the Former Accountant to the Securities and Exchange Commission

Filing Compare · AVAILENT FINANCIAL INC