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 17, 2002
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Date of Report (Date of earliest event reported)
APPIANT TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-21999 84-1360852
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(State or other Jurisdiction (S.E.C. File Number) (IRS Employer
of Incorporation) Identification No.)
6663 Owens Drive
Pleasanton, CA 94588
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(Address of principal executive offices, including zip code)
(925) 251-3200
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
Item 5. Other events.
Effective August 9, 2002 (the "EFFECTIVE DATE"), Appiant Technologies Inc.
("Appiant") and InPhonic, Inc. ("InPhonic") concluded execution of various
agreements providing for the sale and lease back of equipment, purchase of
additional license rights, minimum subscriber payments, and the issuance of
additional warrants to purchase Appiant common stock (the "Agreements").
1
InPhonic is the primary reseller of Appiant's inUnison(SM) unified communication
system. The general material terms of these Agreements were set forth in
Appiant's Form 8-K filed on August 27, 2002.(1)
As additional consideration for the First Amendment, Appiant granted InPhonic
warrants to purchase a number of common shares of Appiant stock equal to 19.99%
of all outstanding shares for a twelve-month period beginning August 9, 2002
("Subsequent Warrants"). The First Amendment also provides that warrants may be
issued in the future ("Future Warrants"), in order for InPhonic to maintain its
rights to purchase 19.9% of all outstanding shares during that twelve-month
period.
Appiant and InPhonic have executed an agreement revising these terms to comply
with Marketplace Rule 4350(i)(1)(D)(ii) such that InPhonic will be subject to
reduced payments to Appiant for use of its products and services(2) and the
warrants and anti-dilution provisions are cancelled. Appiant agreed to issue
warrants to purchase 800,000 shares of common Stock at a exercise price of $0.25
per share for revised financing considerations from InPhonic.
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.
Appiant Technologies, Inc.
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October 16, 2002 By: /s/ Douglas S. Zorn
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Douglas S. Zorn
President & CEO
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1 In the first part of the Agreements, InPhonic agreed to purchase certain
Appiant assets, including the Company's data processing center, in an Asset
Purchase Agreement and to lease them back to Appiant through and Equipment Lease
Agreement. These were each originally executed July 12, 2002, and the Equipment
Lease Agreement was amended August 9, 2002. The three-year Equipment Lease
Agreement provides for sub-market rate payments for the first six months. Lease
payments subsequently increase to market rate for the following 30 months. In
the second part of the Agreements, the parties executed an amendment to their
March 22, 2001 Master Services Agreement (the "First Amendment"), whereby
InPhonic purchased a broader license for Appiant's inUnison(SM) product,
resulting in a $900,000 cash benefit to Appiant
2 Executed document attached.
2