8-K 1 d8k.txt FORM 8-K 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): August 14, 2001 VELOCITYHSI, INC. (Exact Name of Registrant as Specified in Charter)

~~Exhibit~~Delaware ~~No. Description~~ 0-~~----------~~31263 94-~~----------~~3360232 ~~3.1~~(State ~~Amended~~or ~~and~~Other ~~Restated~~Jurisdiction ~~Certificate~~ of ~~Incorporation~~(Commission ofFile ~~the~~Number) ~~Registrant. filed with the Secretary of State of Delaware on August 2, 2000~~ (~~incorporated~~IRS byEmployer ~~reference~~Incorporation) toIdentification ~~the Registrant's Registration Statement on Form S-1 (~~No. ~~333-36162~~)) ~~3.2~~2175 ~~Certificate of Designation of the Registrant, Inc~~N. ~~filed~~California ~~with the Secretary of State of Delaware on October 27, 2000~~Blvd. ~~3.3~~Suite ~~Amended~~150 ~~Certificate~~94596 ofWalnut ~~Designation of Series A Convertible Preferred Stock of the Registrant filed with the Secretary of State of Delaware on April 23~~Creek, ~~2001.~~California ~~10.1~~(Address ~~Series A Convertible Preferred Stock Purchase Agreement dated as~~ of ~~April~~Principal ~~23,~~Executive ~~2001~~Offices) by(Zip and between the Registrant and Banc of America Mortgage Capital Corporation. 10.2 Investor's Rights Agreement dated as of April 23, 2001 by and between the Registrant and Banc of America Mortgage Capital Corporation. 99.1 Press Release of the Registrant issued on April 2, 2001.Code)

Registrant's telephone number, including area code: (925) 952-5600 None (Former Name or Former Address, if Changed Since Last Report) Item 3. Bankruptcy or Receivership. On August 14, 2001, VelocityHSI, Inc. (the "Company") filed a voluntary petition for protection under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of California, Oakland Division. The case will promptly be assigned to a judge and a trustee will be appointed. Prior to the filing, the Company entered into an Asset Purchase Agreement, dated as of August 14, 2001 (the "Asset Purchase Agreement"), with Reallinx, Inc., a Delaware corporation ("Reallinx") pursuant to which the Company has agreed to sell, and Reallinx has agreed to buy, substantially all of the Company's assets for a purchase price of $350,000, subject to the approval of the Bankruptcy Court and certain other conditions (including entering into an operating agreement with BRE Properties, Inc. with respect to properties at which the Company conducts its current business). Pending Bankruptcy Court approval of the Asset Purchase Agreement and satisfaction of other closing conditions, Reallinx will provide certain interim operating services to the Company. Whether or not the transaction is consummated, based upon the amount of the Company's outstanding debt, it is unlikely that any proceeds will remain for distribution to the Company's securityholders upon the conclusion of the Company's liquidation. On August 14, 2001, the Company issued a press release announcing the filing of its voluntary petition for protection under Chapter 7 of the United States Bankruptcy Code and the signing of the Asset Purchase Agreement. The press release issued by the Company relating to the announcements is filed as Exhibit 99.1 to this report. Item 5. Other Information. The Company has not filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001 and does not expect to be able to be in compliance with further reporting obligations under the Securities Exchange Act of 1934. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The following exhibits are filed with this report on Form 8-K:

SIGNATURES 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. VELOCITYHSI, INC. Date: August 14, 2001 By: /s/ Stephen E. Carlson ------------------------------ Stephen E. Carlson President and Chief Executive Officer

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