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 (Date of earliest event reported): June 21, 2001
BREAKAWAY SOLUTIONS, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-27269 04-3285165
--------------------- ---------------------- ----------------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1000 RIVER ROAD, SUITE 400
CONSHOHOCKEN, PENNSYLVANIA 19428
--------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(610) 828-5800
--------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
3 CLOCK TOWER PLACE, 4TH FLOOR
MAYNARD, MASSACHUSETTS 01754
-----------------
(Former Name or Former Address, if Changed Since Last Report)
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements
which reflect the current judgment of Breakaway Solutions, Inc., a Delaware
corporation (the "Company" or the "Registrant"), on certain issues relating to
the recently announced delisting from the Nasdaq National Market of the
Registrant's common stock, $0.000125 par value per share (the "Common Stock").
Because these statements apply to future events, they are subject to risks and
uncertainties that could cause the actual results to differ materially.
Important factors which could cause actual results to differ materially include:
the reaction of market makers, investors and other participants in the public
markets to the delisting of the Common Stock from the Nasdaq National Market;
the timing of the filing of the Registrant's annual report on Form 10-K for the
year ended December 31, 2000, quarterly report on Form 10-Q for the quarter
ended March 31, 2001 and other required public reports; the Registrant's ability
to raise additional capital; equity dilution; likely variation in the
Registrant's quarterly revenues and operating results; the Registrant's ability
to retain personnel and customers; the Registrant's ability to realize benefits
from acquisitions and strategic alliances; the adoption and acceptance of
application hosting services by collaborative enterprises; product acceptance
and customer demand; competition; risks in conducting business outside the
United States; and the other risks described under the heading "Factors that May
Affect Future Results" in the Registrant's Annual Report on Form 10-K for the
period ended December 31, 1999 and in the Registrant's Quarterly Report on Form
10-Q for the period ended September 30, 2000, on file with the Securities and
Exchange Commission, which factors are incorporated herein by reference.
WEBSITE ADDRESSES
The Registrant's website address is www.breakaway.com References in
this Current Report on Form 8-K to www.breakaway.com, any variations thereof or
any other uniform resource locator, or URL, are inactive textual references
only. The information on our website or at any other URL is not incorporated by
reference into this Current Report on Form 8-K and shall not be considered to be
a part of this document.
ITEM 5. OTHER EVENTS
The Company is filing this Current Report on Form 8-K for the purpose
of filing with the Securities and Exchange Commission as EXHIBIT 99.1 hereto the
Company's press release dated June 21, 2000 announcing that the Common Stock has
been delisted from the Nasdaq National Market.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(c) EXHIBITS
The exhibits filed as part of this Current Report on Form 8-K are
listed on the Exhibit Index immediately preceding such exhibits, which Exhibit
Index is incorporated herein by reference.
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.
BREAKAWAY SOLUTIONS, INC.
Date: June 26, 2001 By: /s/ WILLIAM LOFTUS
---------------------------------
William Loftus
President and
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Press Release of the Registrant dated June 21, 2001