-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PG74IO26KU9QnaLdh8oNN62dWFRDjdIMZL3/XCUq2K52s5j46weNCQlbef22I51v YUuuFpnEv+VqwwquLj4+6g== 0001133872-03-000031.txt : 20030908 0001133872-03-000031.hdr.sgml : 20030908 20030908151811 ACCESSION NUMBER: 0001133872-03-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030905 ITEM INFORMATION: Other events FILED AS OF DATE: 20030908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZANETT INC CENTRAL INDEX KEY: 0001133872 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 564389547 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32315 FILM NUMBER: 03885971 BUSINESS ADDRESS: STREET 1: 135 E 57TH STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127595700 MAIL ADDRESS: STREET 1: 135 E 57TH ST 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: PLANET ZANETT INC DATE OF NAME CHANGE: 20010206 8-K 1 r8kziappldisc90503.txt 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) September 5, 2003 ZANETT, INC. - ----------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 0-27068 56-4389547 - ----------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) IRS Employer of incorporation) Identification No.) 135 East 57th Street, 15th Floor, New York, NY 10022 - ---------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212)-980-4600 -------------- - ----------------------------------------------------------------------------- (Former name or former address, if changed since last report). ------------------------------------------------------------ Item 5. Other Events On September 5, 2003, the company issued a press release announcing the sale of one of its legacy investments, Applied Discovery, to LexisNexis (TM), a member of Reed Elsevier Group plc (NYSE: ENL). A copy of this press release is attached as an exhibit to this Form 8-K. (c) Exhibits. Exhibit No. Description - ----------- -------------------------------------------------------------- 99.1 Press release announcing the sale of Zanett, Inc.'s investment in Applied Discovery to LexisNexis TM, a member of Reed Elsevier Group plc (NYSE. ENL). SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ZANETT, INC. Date: September 8, 2003 by: /s/ Jack M. Rapport ----------------- ------------------------------- Name: Jack M. Rapport Title: Chief Financial Officer Exhibit Index Exhibit No. Description - ----------- -------------------------------------------------------------- 99.1 Press release announcing the sale of Zanett, Inc.'s investment in Applied Discovery to LexisNexis TM, a member of Reed Elsevier Group plc (NYSE. ENL). EX-99 3 rapplieddiscpr90503.txt PRESS RELEASE Press Release Source: Zanett, Inc. ZANETT SELLS STAKE IN TECH INVESTMENT YIELDING SIGNIFICANT CAPITAL GAIN -$95 MILLION ACQUISITION BY LEXISNEXIST OF LEGAL SERVICES FIRM- NEW YORK-September 5, 2003--ZANETT, INC (NASDAQ : ZANE) parent of The Zanett IT Commonwealth TM, today announced that one of its legacy investments, Applied Discovery, has been sold to LexisNexis (TM), a member of Reed Elsevier Group plc (NYSE: ENL). Zanett received $1,806,937 on its original investment of $450,000 - representing a four-fold return of its original investment. In April of 2000, Zilkha Capital Partners and Zanett provided $5 million of seed capital to launch Applied Discovery, a Seattle based provider of electronic discovery services to top U.S. law firms, large corporations and government agencies. Three years later, in July of 2003, Applied Discovery was sold to NexisLexis (TM) for $95 million. Claudio M Guazzoni, president of Zanett, stated, "This transaction typifies the excellence in thought and execution of Team Zanett. An idea conceived, an opportunity identified, a needed product brought to market, and profits were realized by those who seized the opportunity early on." The firm of Credit Suisse First Boston acted as Investment Banker to the transaction. Details of the transaction, which closed on July 31, 2003, can be found in the footnotes of the financial statements submitted as part of Form 10-QSB filed with the Securities and Exchange Commission for the period ending June 30, 2003. All capital gains resulting from this transaction will be part of Q3 financial statements. About Zanett, Inc. (www.zanettinc.com) Zanett, Inc. is an information technology (IT) services company. It is building an innovative new delivery platform called The IT Commonwealth (TM) by acquiring profitable IT consulting firms that serve Fortune 500 caliber companies and governmental agencies. The commonwealth business model preserves the culture, management and business practices responsible for the success of the acquired entities, while increasing competitive advantage and maximizing the financial and operating performance of the IT Commonwealth (TM) as a whole. Commonwealth members provide their services individually, but leverage the capabilities of the Commonwealth collectively. Commonwealth members focus on their core technical skill sets by availing themselves of corporate services provided by the Company such as: legal support; financial and accounting assistance; employee benefits; recruiting and other human resources administration; and network management and maintenance. The Company facilitates cross-selling, knowledge-transfer, and resource-sharing among Commonwealth members, while preserving the autonomy and individual strengths of each. Commonwealth members seek to offer solutions that meet or exceed client expectations, are delivered on time and within budget, and achieve superior returns on investment. Their offerings include systems planning and design, business process engineering, applications development, training and systems integration services that help clients maximize value from existing technology investments, employ new technology to make core business transactions more efficient, manage knowledge and information, or facilitate enterprise procurement and communications. The rigorous selection process undertaken prior to acquiring Commonwealth members ensures that only best practices and the very best personnel are offered to clients. Because of the very high standards of admission, Commonwealth members are with confidence able to cross-sell and provide more comprehensive solutions to meet customer needs. Commonwealth candidates typically achieve a minimum of $4-20 million in annual revenues and $1-4 million in EBITDA. Each Commonwealth candidate must also have superb people, superb reputations, superb customers and a superb operating history. Contact: Zanett, Inc., New York Claudio Guazzoni or David McCarthy, 212/980-4600 corprelations@zanett.com SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to, among other things, future events or Zanett, Inc.'s future financial performance. In some cases, forward- looking statements can be identified by terminology including, but not limited to, "may," "will," "could", "should," "expects," "plans," "anticipates" "believes," "estimates," "projects," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology. These statements involve, among other things, known and unknown risks, uncertainties and other factors that may cause Zanett, Inc.'s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In evaluating these statements, various factors should be considered, including the risk that Zanett, Inc.'s, and its operating subsidiaries' businesses will not be coordinated and integrated successfully, and disruptions from acquisitions will make it more difficult to maintain relationships with clients, lenders, employees, suppliers or other constituents. For a discussion of additional factors that could cause Zanett, Inc.'s results to differ materially from those described in the forward-looking statements, please refer to Zanett, Inc.'s filings with the Securities and Exchange Commission, including, but not limited to, the sections titled "Special Note Regarding Forward-Looking Information" and "Management's Discussion and Analysis (MD&A) of Financial Condition and Results of Operations -- Risk Factors" in Zanett, Inc.'s 2002 Annual Report on Form 10-KSB and relevant MD&A sections of Zanett Inc.'s 2003 quarterly reports. Unless otherwise required by applicable securities laws, Zanett, Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----