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: July 25, 2003
BILLSERV, INC.
(Exact name of registrant as specified in its charter)
------------------------
--------------------------------------------------------------------------------
Nevada 0-30152 98-0190072
--------------------------------- --------------------- ----------------------
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
--------------------------------------------------------------------------------
211 NORTH LOOP 1604 EAST, SUITE 200
SAN ANTONIO, TEXAS 78232
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------------------------
Registrant's telephone number, including area code (210) 402-5000
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 25, 2003 (the "Closing") Billserv, Inc., a Nevada corporation (the
"Company") sold substantially all of its assets (the "Business") to Saro, Inc.,
a Delaware corporation (the "Purchaser"), which is a wholly owned subsidiary of
CyberStarts, Inc., a Delaware corporation (the "Sale").
The aggregate selling price for the Business was $4,800,000 (the "Purchase
Price") plus the Purchaser's assumption of certain liabilities of the Company.
The Purchase Price was determined through extensive negotiations between the
Purchaser and the Company. The board of directors of the Company, in its
reasonable business judgment, approved the Purchase Price based upon the
following factors: 1) the extensive search for a purchaser of the Business; 2)
the number of offers made by potential purchasers for the Business; 3) the
Company's ability to raise other sources of capital to operate the Business; and
4) the future trends in the industry of the Business.
At Closing, the Purchaser paid the Company $4,100,000 in cash. The Company may
earn an additional $700,000 based upon two earnouts calculated upon gross
revenues of the Business for the four consecutive quarters following the
Closing, the first quarter of which begins the first day of the first full month
after the Closing.
The pro forma financial information required by this item will be filed by
amendment not later than 60 days after the date of the filing of this report.
ANY FORWARD-LOOKING STATEMENTS IN THIS RELEASE ARE MADE PURSUANT TO THE "SAFE
HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION ACT OF 1995. INVESTORS
ARE CAUTIONED THAT ACTUAL RESULTS MAY DIFFER SUBSTANTIALLY FROM SUCH
FORWARD-LOOKING STATEMENTS, WHICH INVOLVE RISKS AND UNCERTAINTIES INCLUDING, BUT
NOT LIMITED TO, CONTINUED ACCEPTANCE OF THE COMPANY'S PRODUCTS AND SERVICES IN
THE MARKETPLACE, COMPETITIVE FACTORS, NEW PRODUCTS AND TECHNOLOGICAL CHANGES,
DEPENDENCE UPON THIRD-PARTY VENDORS, CUSTOMER RELATIONS, GOVERNMENT SUPERVISION
AND REGULATION, CHANGES IN INDUSTRY PRACTICES, CHANGES IN THIRD-PARTY EXPENSE
REIMBURSEMENT PROCEDURES, AND OTHER RISKS DETAILED IN THE COMPANY'S PERIODIC
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BILLSERV, INC.
Date: July 29, 2003 By: /s/ Michael R. Long
------------------------------
Michael R. Long
Chief Executive Officer