SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 2001
Appiant Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
6663 Owens Drive Pleasanton, CA 94588
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN REPORT
Item 2. Acquisition or Disposition of Assets.
On May 23, 2001, pursuant to the Agreement and Plan of Merger, dated as of
February 5, 2001, by and among Appiant Technologies, Inc., a Delaware
corporation formerly known as NHancement Technologies, Inc. (the "Registrant"),
Great America Acquisition Corp., a Delaware corporation (the "Merger Sub"),
Quaartz Inc., a Delaware corporation ("Quaartz") and Tom Ku, as Stockholders'
Agent, the Registrant completed the merger of Merger Sub, a wholly-owned
subsidiary of the Registrant, with and into Quaartz, with Quaartz being the
surviving corporation of the merger and becoming a wholly-owned subsidiary of
the Registrant. The transaction was closed on May 23, 2001 and is being
accounted for as a purchase transaction.
As consideration for the transaction, the Registrant issued an aggregate of
1,500,000 shares of the Registrant's common stock, $0.01 par value, in exchange
for the outstanding shares of capital stock of Quaartz, subject to the
withholding of 50% of such shares in escrow in accordance with the terms of the
The Registrant currently intends that Quaartz's business will continue to be
operated in its current manner. Certain of the assets of Quaartz were used to
in the application and service provider business to offer its customers tools
and services to enhance customer interaction through the Internet, and the
Registrant currently intends to use such assets in substantially the same
The total value of consideration paid for the purchase transaction was
determined based on arm's length negotiations between the Registrant and
Quaartz, which took into account Quaartz's financial position, operating
history, products, intellectual property and other factors relating to
Quaartz's business and certain income tax aspects of the transaction.
Prior to the effective time of the merger, the Registrant was granted a
security interest in substantially all of Quaartz's assets in exchange
for agreeing to loan up to [$1,000,000] to Quaartz.
Item 7. Financial Statements, Pro Forma Financial Information
(a) Financial Statements of Businesses Acquired
It is impractical for Registrant to file the required financial statements
at this time. Registrant intends to file with the Securities and Exchange
Commission such financial statements within 60 days of the filing date of this
(b) Pro Forma Financial Information
See response to Item 7(a).
The Exhibit Index appearing on page 4 is incorporated herein by reference.
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.
By: /s/ Douglas S. Zorn
Douglas S. Zorn
Dated: June 6, 2001
Agreement and Plan of Merger dated February 5, 2001 by and among NHancement
Technologies, Inc. d/b/a Appiant Technologies, Inc., Great America Acquisition
Corp., Quaartz Inc. and Tom Ku, as Stockholders' Agent.
Pursuant to Item 601(b)(2) of Regulation S-K, the following exhibits and
schedules to this Agreement and Plan of Merger have been omitted. Such exhibits
and schedules will be submitted to the Securities and Exchange Commission upon
Proprietary Information and Inventions Agreement
Shelf Registration Agreement
Opinion from Company Counsel
Opinion from Acquiror's Counsel