SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 27, 2001
BREAKAWAY SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-27269 04-3285165
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1000 RIVER ROAD, SUITE 400
CONSHOHOCKEN, PENNSYLVANIA 19428
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(Address of Principal Executive Offices) (Zip Code)
(610) 828-5800
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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)
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 resignations of two of its executive officers and its
pursuit of strategic alternatives, including an acquisition of the Registrant.
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 these announcements; the ability of the Registrant to manage its
business operations without the recently resigned executive officers and to
replace those executive officers; the timing of the filing of the Registrant's
quarterly reports on Forms 10-Q for the quarters ended March 31, 2001 and June
30, 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, 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 to report (i)
the resignations, effective August 27, 2001, of William Loftus as the
Company's President and Chief Executive Officer, and John Loftus as the
Company's Senior Vice President of Professional Services, (ii) the election,
effective August 27, 2001, of E. Talbot Briddell as President of the Company
by the Company's board of directors and (iii) the Company is seeking to be
acquired and is pursuing other strategic alternatives. E. Talbot Briddell has
served as a director of the Company since April 2001. Mr. Briddell founded
Phoenix Management Services, Inc., an operational turnaround management and
strategic consulting company, in 1985 and has served as its President since
then.
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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 Registrant is not filing any exhibits with this
Current Report on Form 8-K.
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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: September 5, 2001 By: /s/ E. TALBOT BRIDDELL
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E. Talbot Briddell
President
EXHIBIT INDEX
The Registrant is not filing any exhibits with this Current Report on
Form 8-K.