8-K 1 oakridge030735_8k.txt OAK RIDGE CAPITAL GROUP, INC. FORM 8K 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): DECEMBER 20, 2002 --------------------- OAK RIDGE CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) MINNESOTA (State or other jurisdiction of incorporation) 0-27552 85-0316176 (Commission File Number) (IRS Employer Identification No.) 701 XENIA AVENUE SOUTH, SUITE 130 GOLDEN VALLEY, MINNESOTA 55416 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (763) 923-2266 N/A (Former name or former address, if changed since last report) ----------------------------------------------------------------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. STOCK SALE OF WHOLLY-OWNED HOME BUILDING SUBSIDIARY, CHARTER BUILDING AND DEVELOPMENT CORPORATION, INC. Oak Ridge Capital Group, Inc. (the "Registrant") entered into a Stock Purchase Agreement, dated December 20, 2002 ( the "Stock Purchase Agreement") with C B & D Corporation, a newly formed New Mexico corporation ( the "Buyer") pursuant to which Buyer agreed to purchase the Registrant's New Mexico home construction subsidiary, Charter Building and Development Corp. ("Charter"). The owners of the newly formed corporation include certain current employees, stockholders and former officers of the Registrant. The sale was closed on December 20, 2002, (the "Closing Date"), with an agreed effective date of November 30, 2002. Under the terms of the Agreement, the selling price was $3,129,265 consisting of the following: Cash funded by private investor group $ 800,000 Cash funded by Charter, including additional draws on construction lines of credit 1,200,000 Promissory note collateralized by Charter's common stock 1,129,265 ----------- $ 3,129,265 =========== Subsequent to the Closing date, Registrant and Buyer entered into an Amendment to the original Stock Purchase Agreement, (the "Amended Agreement"), which among other things, adjusted the selling price by $317,231 to reflect Charters' fifty-percent (50%) interest in a land development joint venture, "Success Ventures, Inc." (the "Joint Venture Interest") as of November 30, 2002. The $317,231 was paid to Registrant, $250,000 in cash with the balance of $67,231 added to the note amount in the original Stock Purchase Agreement. The revised note balance after this Amendment is $1,196,496. The Company continues to be a guarantor of the former subsidiary's construction and development lines of credit; such guarantees will terminate upon renewal of each line by the respective financial institution. Management believes that no significant gain or loss will result from the sale. Revenues from the subsidiary were $18,344,000 in 2002, $11,546,000 in 2001 and $18,431,000 in 2000. A current stockholder and former officer was responsible for brokering the deal between the company and private investor group and received a $128,929 fee upon completion of the sale. See F-1 and F-2 for Pro Forma financial information. Copies of both Agreements are filed as exhibits to this Form 8-K. TERMINATION OF COMMERCIAL CONSTRUCTION SEGMENT In October 2002, management decided to terminate the operations of the commercial construction segment due to its continuing operating losses. Management expects the termination of operations to be completed during the second quarter of fiscal 2003; but does not anticipate any significant losses associated with this termination. This wholly-owned subsidiary of Registrant is currently the general contractor for a $3.5 million medical center renovation project in southern New Mexico. The project is behind schedule and the contract provides for financial penalties if the project is not completed on time. The project delays have been for various reasons, some that were under the subsidiary's control, some that were not. The project is currently scheduled for completion in February 2003. If additional delays should occur the owner of the project has the right to seek damages for the delay. As of this filing, the project is expected to be completed by the deadline. The Registrant's subsidiary has the right to "put down" to respective sub-contractors any costs which the subsidiary may incur as a result of inadequate or non-timely performance by the sub-contractor. The subsidiary, if penalized will use that remedy to contain project costs. The Registrant currently expects the project to show a minimal profit or loss once completed. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. NOT APPLICABLE. b) PROFORMA FINANCIAL INFORMATION. The following unaudited pro forma condensed financial statements are filed with this report Pro Forma Condensed Consolidated Balance Sheet at September 30, 2002 PAGE F-1 Pro Forma Condensed Consolidated Statement of Operations for the Year Ended September 30, 2002 PAGE F-2 The Pro Forma Condensed Consolidated Balance Sheet of Registrant at September 30, 2002 reflects the financial position of Registrant after giving effect to the sale of Charter and termination of the commercial construction segment as discussed in Item 5 and assumes these events occurred on September 30, 2002. The Pro Forma Condensed Consolidated Statement of Operations for the fiscal year ended September 30, 2002 assume that the sale of Charter and termination of the commercial construction segment occurred on October 1, 2001. The unaudited pro forma condensed consolidated financial statements have been prepared by the Registrant based upon assumptions deemed proper by it. The unaudited pro forma condensed consolidated financial statements presented herein are shown for illustrative purposes only and are not necessarily indicative of the future financial position or future results of operations of Registrant, or of the financial position or results of operations of Registrant that would have actually occurred had the events occurred as of the date or for the periods presented. In addition, it should be noted that Registrant's financial statements will reflect the operating results of Charter through November 30, 2002, the effective date of sale. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements and related notes of Registrant included in its September 30, 2002 Form 10-K. c) EXHIBITS - 2.1 Stock Purchase Agreement, dated December 20, 2002, by and among Oak Ridge Capital Group, Inc. (Registrant) and CB & D Corporation (the " Buyer") 2.2 Amendment to Stock Purchase Agreement, dated December 21, 2002 by and among Oak Ridge Capital Group, Inc. (Registrant) and CB & D Corp. (the Buyer) 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 hereunto duly authorized. OAK RIDGE CAPITAL GROUP, INC. (Registrant) Date: February 12, 2003 By: /s/ Marc H. Kozberg -------------------------- Name: Marc H. Kozberg Title: Chief Executive Officer PRO FORMA FINANCIAL INFORMATION OAK RIDGE CAPITAL GROUP, INC. AND SUBSIDIARIES PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 2002 (UNAUDITED)

NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2002. ================================================================================ (a) TO ELIMINATE THE ASSETS AND LIABILITIES INCLUDED IN THE BALANCE SHEET OF THE REGISTRANT'S HOMEBUILDING SUBSIDIARY (CHARTER) AS OF SEPTEMBER 30, 2002. (b) REFLECTS CASH PORTION OF SUBSIDIARY "STOCK SALE" ($2,000) AND SALE OF 50% INTEREST IN LAND DEVELOPMENT JOINT VENTURE ($250). (c) REFLECTS NOTE RECEIVABLE PORTION OF SUBSIDIARY "STOCK SALE" ($1,129) AND SALE OF 50% INTEREST IN LAND DEVELOPMENT JOINT VENTURE ($67). (d) REFLECTS THE CARRYING VALUE OF THE INVESTMENT IN LAND DEVELOPMENT JOINT VENTURE SOLD. (e) REFLECTS THE GOODWILL RELATED TO THE SUBSIDIARY SOLD. (f) REFLECTS THE REMOVAL OF DEFERRED GAINS ON LAND SALES TO CHARTER AND ACCRUAL OF LEASE AND EMPLOYEE TERMINATION COSTS RELATED TO THE SHUTDOWN OF COMMERCIAL CONSTRUCTION SUBSIDIARY. PAGE F-1 PROFORMA FINANCIAL INFORMATION OAK RIDGE CAPITAL GROUP, INC. AND SUBSIDIARIES PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 2002 (UNAUDITED)

NOTES TO PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 2002. (a) TO ELIMINATE THE PROFIT AND LOSS OF THE REGISTRANT'S HOMEBUILDING SUBSIDIARY (CHARTER). (b) TO ELIMINATE THE PROFIT AND LOSS OF THE REGISTRANT'S COMMERCIAL CONSTRUCTION SUBSIDIARY (REALCO CONSTRUCTION). (c) TO RECOGNIZE THE DEFERRED GAIN AND RELATED COSTS ON LOT SALES OCCURRING BETWEEN THE REGISTRANTS LAND DEVELOPMENT SEGMENT AND ITS HOMEBUILDING SUBSIDIARY WHICH HAD BEEN DEFERRED UNTIL THE HOMEBUILDING SUBSIDIARY ULTIMATELY SOLD THE HOME. (d) TO ELIMINATE THE PROFIT OF THE REGISTRANTS 50% INTEREST IN THE LAND DEVELOPMENT JOINT VENTURE. (e) TO ELIMINATE THE GOODWILL IMPAIRMENT RECOGNIZED BY REGISTRANT RELATING TO THE WHOLLY-OWNED COMMERCIAL CONSTRUCTION SUBSIDIARY. PAGE F-2

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