8-K 1 imagex-8k.txt FORM 8K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM 8-K ------------ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE THE SECURITIES EXCHANGE ACT OF 1934 ------------ DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) September 15, 2002 ------------ IMAGEX, INC. (Exact name of registrant as specified in its charter) ------------ WASHINGTON 0-26837 91-1727170 (State or other (Commission file (I.R.S. Employer jurisdiction number) Identification No.) of incorporation) 10210 NE POINTS DR., SUITE 200 KIRKLAND, WASHINGTON 98033 (Address of principal executive offices) (Zip code) ------------ (425) 576-6500 Registrant's telephone number, including area code ------------ INAPPLICABLE (Former name or former address if changed since last report) ================================================================================ Item 2. ACQUISITION OR DISPOSITION OF ASSETS. On September 15, 2002, ImageX, Inc. ("the Company") completed the sale of its wholly-owned subsidiary, Extensis, Inc. ("Extensis"), to Celartem Technology USA, Inc., a Delaware corporation and subsidiary of Celartem Technology Inc. (collectively "Celartem"). In connection with the sale of the Company's holdings in Extensis to Celartem, the Company received a cash payment of $9.2 million, plus up to an additional $2.0 million due over the next two years, if certain revenue targets are met. A copy of the Stock Purchase Agreement is filed with this report as Exhibit 2.1 and incorporated herein by reference. Extensis generated revenues of approximately $12,046,000 and $6,495,000 for the fiscal year ended December 31, 2001 and the six months ended June 30, 2002, respectively. Extensis generated a net loss of approximately $9,122,000 for the fiscal year ended December 31, 2001 and generated net income of approximately $523,000 for the six months ended June 30, 2002. The Company recorded a gain of $3.6 million related to the sale in the third quarter of the fiscal year ending December 31, 2002. The text of a press release concerning the transaction is attached to this filing as Exhibit 99.1 and incorporated herein by reference. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial information relating to the Company's disposition of Extensis is filed herewith as Annex A. (c) EXHIBITS 2.1 Stock Purchase Agreement dated September 9, 2002 by and among ImageX, Inc., Extensis, Inc. and Celartem Technology USA, Inc. 99.1 Text of Press release issued by ImageX, Inc. dated September 16, 2002. ================================================================================ 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. IMAGEX, INC. /s/ RICHARD P. BEGERT ------------------------------------- By: Richard P. Begert President and Chief Executive Officer Dated: September 25, 2002 ================================================================================ EXHIBIT INDEX Exhibit Number Description 2.1 Stock Purchase Agreement dated September 9, 2002 by and among ImageX, Inc., Extensis, Inc. and Celartem Technology USA, Inc. 99.1 Text of Press release issued by the ImageX, Inc. dated September 16, 2002. ================================================================================ ANNEX A The unaudited pro forma financial information reflects ImageX, Inc.'s disposition of Extensis. On September 9, 2002, the Company announced the sale of its holdings in Extensis. Extensis meets the criteria as a component of an entity in Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived Assets," and will be presented in the Company's form 10-Q for the quarter ending September 30, 2002 and subsequent filings as a discontinued operation. Accordingly, all prior periods presented will be reclassified to reflect the segment as a discontinued operation. The unaudited pro forma condensed consolidated financial statements set forth below have been adjusted to exclude the effect of Extensis for each respective financial statement period. The adjustments presented in the unaudited pro forma condensed consolidated statements of operations represent the pro forma historical results for Extensis. The adjustments presented in the pro forma condensed consolidated balance sheet assume the disposition of Extensis occurred June 30, 2002 under the terms outlined in Item 2. No significant allocations or estimates were required in preparing these adjustments. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have actually occurred if the disposition had been consummated as of the date indicated, nor are they necessarily indicative of future operating results or financial position. The adjustments presented in the unaudited pro forma condensed consolidated statements of operations assume the disposition of Extensis as of June 21, 2000. The Company acquired Extensis on June 21, 2000, consequently, the Company's historical financial statements prior to that date exclude the operations of Extensis and the unaudited pro forma condensed financial of operations for the years ended December 31, 1999 do not reflect the pro forma adjustments. ANNEX A IMAGEX, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited) June 30, 2002

-------------------------------------------------------------------------------- (1) Cash of $9.0 million due upon sale of Extensis, plus estimated adjustment for change in working capital. (2) Adjustments for assets sold and liabilities assumed upon sale of Extensis. (3) Adjustments for sale related expenses consisting of accounting and legal fees. (4) Adjustment for gain on sale of Extensis. ANNEX A IMAGEX, INC. SUMMARY OF PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share data) (unaudited)

-------------------------------------------------------------------------------- ANNEX A IMAGEX, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share data) (unaudited) Year Ended December 31, 1999

-------------------------------------------------------------------------------- (1) Represents revenues of Extensis for the period. (2) Represents cost of revenues of Extensis for the period. (3) Represents general and administrative expenses of Extensis for the period. (4) Represents sales and marketing expenses of Extensis for the period. (5) Represents product development expenses of Extensis for the period. (6) Represents amortization of goodwill and other intangibles of Extensis for the period. (7) Represents in-process research and development of Extensis for the period. ANNEX A IMAGEX, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share data) (unaudited) Year Ended December 31, 2001

-------------------------------------------------------------------------------- (1) Represents revenues of Extensis for the period. (2) Represents cost of revenues of Extensis for the period. (3) Represents general and administrative expenses of Extensis for the period. (4) Represents sales and marketing expenses of Extensis for the period. (5) Represents product development expenses of Extensis for the period. (6) Represents amortization of goodwill and other intangibles of Extensis for the period. ANNEX A IMAGEX, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share data) (unaudited) Six Months Ended June 30, 2001

-------------------------------------------------------------------------------- (1) Represents revenues of Extensis for the period. (2) Represents cost of revenues of Extensis for the period. (3) Represents general and administrative expenses of Extensis for the period. (4) Represents sales and marketing expenses of Extensis for the period. (5) Represents product development expenses of Extensis for the period. (6) Represents amortization of goodwill and other intangibles of Extensis for the period. ANNEX A IMAGEX, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share data) (unaudited) Six Months Ended June 30, 2002

IMAGEX COM INC 8-K