UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 21, 2005
AFTERSOFT GROUP, INC. f/k/a W3 Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-27083 84-1108035
(State or other jurisdiction (Commission (I.R.S. Employer
Of incorporation) File Number) Identification No.)
Savannah House 5th Floor 11Charles II Street
London SW1Y 4AU UK 83728
(Address of principal executive offices) (Zip Code)
60 East 42nd Street, Suite 1163
New York, NY 10165
(Former name or former address if changed since last report) (Zip Code)
+44 207 451 2468
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1- Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On December 21, 2005, W3 Group, Inc. (the "Company") consummated an Acquisition
Agreement ("Agreement") to acquire all of the outstanding shares of common stock
of Aftersoft Group, Inc., a Delaware corporation ("Aftersoft") in exchange for
the issuance of 32,500,000 newly issued shares of the Company, par value $.0001
per share (the "Common Stock"), to Auto Data Network, Inc. (ADN), a Delaware
corporation and the sole shareholder of Aftersoft. The Company reported entry
into the Agreement on the Current Report on Form 8-K dated July 22, 2005.
The shares so issued are "restricted shares" and may not be disposed of except
in compliance with an applicable exemption from registration under U.S.
securities laws or pursuant to an effective registration statement under U.S.
securities laws. Pursuant to the Agreement and as a result of consummation of
the Agreement, the current shareholders of the Company own 1,601,167 shares, or
approximately 4.7% of the 34,101,167 total outstanding shares of the Company
Common Stock and ADN owns 32,500,000 shares approximately 95.3% of the total
outstanding shares. Concurrent with the closing of the transaction, the Board of
Directors of the Company appointed three additional directors designated by ADN
to serve until the next annual election of directors. In addition, concurrent
with the close of the transaction, the Company (1) changed its corporate name
from W3 Group, Inc. to Aftersoft Group, Inc., (2) changed its corporate address
to California, and replaced the Company's corporate officers.
The foregoing summary of the terms and conditions of the Agreement does not
purport to be complete and is qualified in its entirety and incorporated by
reference to the full text of the Agreement filed as Exhibit 10.1 to the Current
Report on Form 8-K dated July 22, 2005.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
See the response to Item 1.01 above, which is specifically incorporated herein
by reference. The parties to the Agreement were unrelated third parties prior to
the completion of the Acquisition on December 21, 2005 and the terms thereof
were negotiated on an arms-length basis.
Aftersoft Group is a leading provider of business and supply chain management
solutions primarily to automotive parts manufacturers, retailers, tire and
service chains, independent installers and wholesale distributors in the
automotive aftermarket. The Company conducts its businesses through subsidiaries
with operations in Europe and North America. MAM Software Limited is the leading
supplier of software to the automotive parts market in the U.K. MAM Software
consists of MAM Autopart Ltd, MAM AutoCat Ltd. and MAM Autowork Ltd., which are
all based in Sheffield, UK. Aftersoft Network North America, Inc. is comprised
of AFS Warehouse Distribution Management, Inc. and AFS Tire Management Inc.,
which are based in San Juan Capistrano, California and AFS Autoservice, Inc.,
which is based in Allentown PA. Aftersoft Network North America was formerly
known as CarParts Technologies Acquisition Corp. and AFS Tire Management was
formerly known as CarParts Technologies, Inc. Together these subsidiaries are
the second largest supplier of software to the automotive parts market in the
U.S.
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Item 2.02 Results of Operations and Financial Condition.
Management's Financial Plan of Operation and Financial Statements for Aftersoft
Group, Inc. are included in Form 10-SB, which is specifically incorporated in
its entirety herein by reference and attached hereto as Exhibit 99.1. Please see
Exhibit 99.1 for a more complete description of Aftersoft and its businesses as
a result of the transaction.
Section 3- Securities and Trading Market
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the terms of the Agreement completed on December 21, 2005, the
Company issued 32,500,000 shares of Common Stock, par value $0.001, to ADN in a
non-public issuance exempt from the registration requirements of the Securities
Act of 1933, as amended, pursuant to Section 4(1), Section 4(6) and/or
Regulation D. The shares so issued are "restricted shares" and may not be
disposed of except in compliance with an applicable exemption from registration
under U.S. securities laws or pursuant to an effective registration statement
under U.S. securities laws.
Section 5- Corporate Governance and Management
Item 5.01 Changes in Control of Company.
Pursuant to the terms of the Agreement, effective December 21, 2005, three
additional directors were appointed to the Company's Board, making a total of
six directors in all. The executive officers of the Company were also replaced.
The names, positions and biographical information of the new management are set
forth in Exhibit 99.1, which is specifically incorporated herein by reference.
Also as a part of the Acquisition, the Registrant issued 32,500,000 shares of
its Common Stock to ADN, which holds 95.3% of the outstanding shares and
therefore has voting control of the Company.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
As a part of the Acquisition, Robert Gordon and William C. Hayde resigned as the
officers of the Company, effective December 21, 2005. Mr. Gordon resigned as
President and Mr. Hayde resigned as Secretary. Messrs. Gordon and Hayde will
remain directors as will the other current director, Joseph J. Messina. The
following three persons were appointed as the principal executive, financial and
operating officers as well as new directors of the Company.
Name Positions
Ian Warwick Chief Executive Officer, President and Director
Mike Jamieson Chief Operating Officer and Director
Michael O'Driscoll Chief Financial Officer and Director
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All officers and directors of the Registrant are as set forth in Exhibit 99.1
hereto, which is specially incorporated by reference.
The Company intends to form, but doesn't yet have standing audit, nominating and
compensation committees. The Company intends to form those committees
immediately.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
The Company amended its articles of incorporation on December 21, 2005, to
change its corporate name to Aftersoft Group, Inc. That amendment is filed
herewith as Exhibit 3 (i), and is specifically incorporated herein by reference.
Section 9- Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The following financial statements are incorporated by reference to Exhibit 99.1
to the Current Report on Form 8-K: Aftersoft Group Inc. Consolidated Financial
Statements for fiscal years ended June 30, 2005 and 2004
Aftersoft Group Inc. Consolidated Financial Statements for the three months
ended September 30, 2005 and 2004 (unaudited).
(b) Pro forma financial information.
W3 Group, Inc. and Aftersoft Group, Inc. Unaudited pro forma balance sheet as of
September 30, 2005.
W3 Group, Inc. and Aftersoft Group, Inc. Unaudited pro forma consolidated
statement of operations for the year ended December 31, 2004 and nine months
ended September 30, 2005.
(d) Exhibits.
The following exhibits are filed as part of this Report on Form 8-K:
Exhibit
Number Description
-------------- ---------------------------------------------------
Exhibit 99.1 Aftersoft Group, Inc. Form 10-SB/A
(b) Pro forma financial information
W3 Group, Inc. and Aftersoft Group, Inc unaudited Pro Forma Condensed Combined
financial statements for the year ended December 31, 2004
(In thousands, except per share data)
Aftersoft Adjustments Pro Forma
W3 Group, Inc. Group, Inc. Increase Pro Forma
[Parent] [subsidiary] (decrease) Combined
CONDENSED STATEMENT OF OPERATIONS
Revenues $ -- $ 18,967 $ $ 18,967
Operating costs and expenses (42) (15,331) (40)[A] (15,413)
Interest and finance charges (5) (82) (87)
Provision for income taxes -- (533) (533)
------------- ------------- ------------- -------------
Net income (Loss) $ (47) $ 3,021 $ (40) $ 2,934
============= ============= ============= =============
BASIC AND DILUTED EARNINGS PER COMMON SHARE 0.00 [B] $ 0.09
=============
WEIGHTED AVERAGE SHARES OUTSTANDING 18,397,477 34,051
=============
NOTE 1 - PRO FORMA ADJUSTMENTS
On December 21, 2005, SUBSIDIARY was acquired by PARENT pursuant to an Agreement
signed on July 19, 2005. The agreement called for PARENT to issue 32,500,000
shares of common stock to the shareholders of SUBSIDIARY for 100% of the
outstanding shares of SUBSIDIARY. The ownership interests of the former owners
of SUBSIDIARY in the combined enterprise will be approximately 95.3% of the
ongoing shareholders of PARENT. The transaction is recorded in the proforma
financial statements as a reverse acquisition, with changes in the equity being
recorded as a recapitalization.
Pro forma adjustments above include the following:
[A] Add estimated regulatory compliance costs.
[B] Reflect the issuance of 32,500,000 shares of common stock as if
transaction occurred at the beginning of the period.
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W3 Group, Inc. and Aftersoft Group, Inc Unaudited Pro Forma Condensed financial
statements as of and for the nine months ended September 30, 2005
(In thousands, except per share data)
W3 Group, Inc. Aftersoft Group, Pro Forma
Inc. Adjustments Increase Pro Forma
[Parent] [subsidiary] (decrease) Combined
CONDENSED BALANCE SHEET
Current assets $ -- $ 4,367 $ $ 4,637
Property and equipment, net -- 468 468
Intangibles and other -- 29,858 29,858
------------ ------------ ------------ ------------
Total Assets $ -- $ 34,693 $ -- $ 34,693
============ ============ ============ ============
LIABILITIES AND EQUITY
Current liabilities $ 27 $ 8,156 $ (27)[C] $ 8,129
Long-term liabilities 68 3,926 (68)[C] 3,858
Stockholders' equity (95) 22,611 95 [C] 22,706
------------ ------------ ------------ ------------
Total Liabilities and Equity $ -- $ 34,693 $ -- $ 34,693
============ ============ ============ ============
CONDENSED STATEMENT OF OPERATIONS
Revenues $ -- $ 15,454 $ $ 15,454
Operating costs and expenses (2) (14,847) (30)[A] (14,879)
Interest and finance charges (3) (78) (81)
Provision for income taxes -- (79) (79)
------------ ------------ ------------ ------------
Net income (Loss) $ (5) $ 450 $ (30) $ 415
============ ============ ============ ============
BASIC AND DILUTED EARNINGS PER COMMON SHARE
0.00 $ 0.01
============
WEIGHTED AVERAGE SHARES OUTSTANDING 18,397,477 [B] 34,051
============
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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.
WE AFTERSOFT GROUP, INC.[f/k/a W3 Group, Inc.]
By /s/ Ian Warwick
------------------------------------
Ian Warwick
Chief Executive and President
Date: January 31, 2006
The following financial statements are incorporated by reference to Exhibit 99.1
to the Current Report on Form 8-K: Aftersoft Group, Inc. Consolidated Financial
Statements for fiscal years ended June 30, 2005 and 2004 Aftersoft Group, Inc.
Consolidated Financial Statements for the three months ended September 30, 2005
and 2004 (unaudited)
Exhibits Table
Exhibit Number
99.1 Aftersoft Group, Inc. Form 10-SB/A
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