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
Date of Report (Date of Earliest Event Reported): July 31, 2001
KFX INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-23634 84-1079971
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(State or other jurisdiction of Commission File Number IRS Employer
incorporation or organization) Identification Number
3300 East 1/st/ Avenue, Suite 290
Denver, Colorado, USA 80206
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(Address of principal executive offices) (Zip Code)
(303) 293-2992
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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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 1, 2001, Pegasus Technologies, Inc., a South Dakota corporation
("Pegasus") and a majority-owned subsidiary of KFx Inc., a Delaware corporation
("KFx"), entered into an agreement with Pavilion Technologies, Inc., a Texas
corporation ("Pavilion"), providing for (i) the purchase by Pegasus of certain
Pavilion assets relating to Process optimization for the utility based boiler,
gas turbine and power production and process steam turbine (the "Segment"); (ii)
Pegasus' rights and access to certain Pavilion assets, personnel and services
relating to the Segment; and, (iii) the licensing to Pegasus of certain Pavilion
intellectual property related to the Segment in a limited field of use.
The acquisition was made pursuant to the terms and conditions of an asset
purchase and license agreement, dated as of July 31, 2001, by and among
Pavilion, Pegasus and KFx (the "Purchase Agreement"). The Purchase Agreement
provided for a base price of $9,500,000 in cash payable to Pavilion in
installments through July 31, 2003. Additionally, Pegasus shall pay Pavilion
royalties of up to $5,500,000 between August 1, 2001 and October 31, 2005, based
on software licenses sold by Pegasus. The duties and obligations of Pegasus
under the Purchase Agreement are guaranteed by KFx.
The consideration provided for in the Purchase Agreement was determined by
Pegasus after a complete review of the business of the Segment and negotiations
between representatives of Pegasus, KFx and Pavilion. The initial payment for
the purchase was financed through an advance on an existing contract with
Cinergy Corporation. The remainder of the purchase price is expected to be
financed through future investments in Pegasus.
The Segment provides enterprise decision optimization solutions to customers by
utilizing its patented technology, engineering and consulting expertise.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial information required to be filed pursuant to Item 7(a) of
Form 8-K was not available at the time of filing this Current Report on
Form 8-K and will be filed by amendment on a Form 8-K/A as soon as
practicable, but in no event later than 60 days after August 15, 2001.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed pursuant to Item
7(b) of Form 8-K was not available at the time of filing this Current
Report on Form 8-K and will be filed by amendment on a Form 8-K/A as soon
as practicable, but in no event later than 60 days after August 15, 2001.
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(c) Exhibits.
Number Description
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2.1* Asset Purchase and License Agreement, dated as of July 31, 2001,
by and among Pavilion Technologies, Inc., Pegasus Technologies,
Inc. and KFx Inc.
2.2 Assignment and Assumption Agreement, dated as of July 31, 2001,
by and among Pavilion Technologies, Inc. and Pegasus
Technologies, Inc.
2.3 Guaranty Agreement, dated July 31, 2001, by KFx Inc.
99.1 Press Release, dated August 2, 2001 (regarding the closing of the
transaction whereby Pegasus purchased the Segment from Pavilion).
* Exhibits and schedules to the Asset Purchase and License
Agreement are not being filed herewith. The Asset Purchase and
License Agreement filed herewith briefly describes the content of
each exhibit to the Asset Purchase and License Agreement. The
registrant undertakes to furnish supplementally a copy of any
omitted exhibit or schedule to the Commission upon request,
pursuant to Item 601(b)(2) of Regulation S-K.
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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 thereunto duly authorized.
Date: August 15, 2001 KFx Inc.
(Registrant)
By:
/s/ Patrick S. Flaherty
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Patrick S. Flaherty
Vice President-Finance and Chief Financial Officer
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EXHIBIT INDEX
Number Description
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2.1 Asset Purchase and License Agreement, dated as of July 31, 2001,
by and among Pavilion Technologies, Inc., Pegasus Technologies,
Inc. and KFx Inc.
2.2 Assignment and Assumption Agreement, dated as of July 31, 2001,
by and among Pavilion Technologies, Inc. and Pegasus
Technologies, Inc.
2.3 Guaranty Agreement, dated July 31, 2001, by KFx Inc.
99.1 Press Release, dated August 2, 2001 (regarding the closing of the
transaction whereby Pegasus purchased the Segment from Pavilion).
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