-----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, Tlkyxz0kFqNskVU27XjtwdreJFT8QMPT56/aAlIA5EBrUnJPiOKjp9pRk5eczDSp jbGAKqT3IRKdw6Jv1Ac+hw== 0001157523-07-012521.txt : 20071228 0001157523-07-012521.hdr.sgml : 20071228 20071228160522 ACCESSION NUMBER: 0001157523-07-012521 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071220 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071228 DATE AS OF CHANGE: 20071228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMERGENT INC CENTRAL INDEX KEY: 0001075736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 870591719 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32277 FILM NUMBER: 071332097 BUSINESS ADDRESS: STREET 1: 754 EAST TECHNOLOGY AVE CITY: OREM STATE: UT ZIP: 84097 BUSINESS PHONE: 8012270004 MAIL ADDRESS: STREET 1: 754 EAST TECHNOLOGY AVE CITY: OREM STATE: UT ZIP: 84097 FORMER COMPANY: FORMER CONFORMED NAME: NETGATEWAY INC DATE OF NAME CHANGE: 19990527 8-K/A 1 a5572841.txt IMERGENT, INC. 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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, 2007 iMergent, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-32277 87-0591719 (Commission File Number) (IRS Employer Identification No.) 754 East Technology Avenue Orem, Utah 84097 (Address of Principal Executive (Zip Code) Offices) (801) 227-0004 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events On December 20, 2007, iMergent, Inc. ("Company") issued a press release, a copy of which is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference which announced the streamlining of the Company sales force, provided revised guidance on Net Dollar Volume of Contracts Written, provided initial results on StoresOnline Express, as well as provided additional information regarding the Company's plan and vision. The Company also issued answers to "Frequently Asked Questions" a copy of which is being furnished as Exhibit 99.2 hereto and is incorporated herein by reference Pursuant to the rules and regulations of the Securities and Exchange Commission, Such exhibits and the information set forth therein and herein shall be deemed "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibits are furnished with this Current Report on Form 8-K/A: Exhibit Number Description - ------- ----------- 99.1 Press release dated December 20, 2007. 99.2 Frequently Asked Questions dated December 20, 2007. 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. IMERGENT, INC. /s/ Robert M. Lewis ------------------------ By: Robert M. Lewis, Chief Financial Officer Date: December 20, 2007 EX-99.1 2 a5572841ex991.txt EXHIBIT 99.1 Exhibit 99.1 CORRECTING and REPLACING iMergent Streamlines Sales Force and Operations Reports StoresOnline Express Successes at Initial Preview Sessions Maintains Customer Services and Engineering Teams While Reducing Staff Approximately 20% to Improve Margins Revises 2008 Revenue and Net Dollar Volume of Contracts Written Guidance OREM, Utah--(BUSINESS WIRE)--Dec. 20, 2007--In BW5270 issued Dec. 20, 2007: Under "The Outlook, the Stock Repurchase Program and the Dividend" section of the press release, the correct number of shares repurchased since the program commencement in August 2006 is over 1,040,805 shares, not 1,400,805 as previously reported. The corrected release reads: IMERGENT STREAMLINES SALES FORCE AND OPERATIONS Reports StoresOnline Express Successes at Initial Preview Sessions Maintains Customer Services and Engineering Teams While Reducing Staff Approximately 20% to Improve Margins Revises 2008 Revenue and Net Dollar Volume of Contracts Written Guidance iMergent Inc., (AMEX:IIG), a leading provider of eCommerce software for small businesses and entrepreneurs, announced the streamlining of its sales team and administrative functions to optimize the resources dedicated to launch StoresOnline(TM) Express and to drive StoresOnline Pro sales. As a result, the company expects to reduce operating expenses by approximately 15-20 percent and to incur an associated charge in the second fiscal quarter of less than $50,000. StoresOnline Express' Initial Successes Management also reported the initial statistics for the StoresOnline Express October and November preview sessions. Express workshops have experienced a higher percentage of buying units upgrading to the StoresOnline Pro software compared to close rates of 26 percent in the quarter ended September 30, 2007 and 25 percent for the quarter ended December 31, 2006. The company plans to offer StoresOnline Express at about 30 percent of all preview sessions by the end of January 2008 and at all preview sessions by the end of March 2008. The Vision "Over the past several years, iMergent's primary goal has been to aggressively grow sales of our flagship product StoresOnline Pro and become the leading provider of superior eCommerce software solutions," said Don Danks, CEO of iMergent. "With StoresOnline Express, we are expanding our core business to reach a greater audience, which requires new marketing tactics as well as new curriculum at the preview sessions. We are excited about our enhanced business model as StoresOnline Express buyers are now able to 'test drive' our software before attending workshops. The initial results of Express sales and higher Pro close rates have inspired us to expedite the roll out of the Express sales model." The Plan "The streamlining of our sales force is driven by the launch of StoresOnline Express. While reviewing our implementation plan, we determined we needed specific expert speakers and a smaller number of sales teams to roll out Express. Also, we intend to visit targeted markets less frequently than in the recent past to cultivate greater pent-up demand. Hence, we will need fewer speakers and have reduced the number of preview teams from 32 to approximately 18-20 and workshop teams from nine to six. Additionally, we have decreased the event and travel support staff and general administrative staff accordingly. The overall staff reduction is approximately 20 percent of our employee base, which is expected to deliver savings of approximately $1.0 million annually in addition to commissions associated with reduction of our sales force," continued Danks. "Our employees are extremely valuable to the company; therefore, this was a very difficult yet necessary action," said Brandon Lewis, iMergent's president and COO. "We have reaffirmed our commitment to StoresOnline merchants and preserved our customer service and engineering teams that support our customers today and build our future. Additionally, we will maintain our scalable infrastructure to support future hires, when appropriate. While a smaller sales base will lower our top-line expectations, we are confident this retrenchment will improve operating margins and the company's long-term potential to grow profitability." The Outlook, the Stock Repurchase Program and the Dividend Commenting on the company's outlook, CEO Don Danks continued, "We expect our actions will have a positive impact on iMergent's future bottom line. However, due to our streamlined sales force, lower than expected sales and our continued absence from California and North Carolina markets, we are revising our previously reported guidance of 10-15 percent increase over 2007. Fiscal 2008 expectations of revenues and net dollar volume of contracts written will decrease 15-20 percent over fiscal 2007 revenue of $151.6 million and net dollar volume of contracts written of $165.3 million. We remain committed to our continued growth and believe these changes will increase the volume of people activating websites and thereby increase recurring revenue as well as open potential new sales channel opportunities." "The market continues to grow, according to AMI-Partners, home-based businesses are expected to spend around $35 billion in 2008, up approximately 7 percent from 2007. We believe with a leaner infrastructure, iMergent is better positioned to build upon our core strengths, to advance our strategic vision and to deliver value to shareholders. At this point in time, the board has elected to continue to pay the quarterly cash dividend of $0.11 per share on the company's common stock. Additionally, from September 30, 2007 through December 19, 2007, the company has repurchased 220,800 shares for approximately $3.4 million, bringing the total shares purchased since the program commencement in August 2006 to over 1,040,805 shares for approximately $20.1 million. The company intends to maintain its policy of opportunistically repurchasing shares," Danks concluded. Please visit the Frequently Asked Questions section of iMergent's website, http://media.corporate-ir.net/media_files/irol/82/82078/streamliningfa q.pdf, for additional information on the company's streamlining efforts. (Due to its length, this URL may need to be copied/pasted into your Internet browser's address field. Remove the extra space if one exists.) Safe Harbor Statement Statements made in this press release regarding iMergent's (i) streamlining of its sales team and administrative functions, (ii) streamlining having the effect of optimizing resources dedicated to launch StoresOnline(TM) Express and to drive StoresOnline Pro sales, (iii) reducing operating expenses by approximately 15-20 percent and to incur an associated charge in the second fiscal quarter of less than $50,000, (iv) successfully introducing and selling StoresOnline Express, (v) Express workshops having and continuing to have an increase of buying units upgrading to the StoresOnline Pro software, (vi) workshop close rates increasing and continuing to increase, (vii) StoresOnline Express expanding the core business of the Company and consequently reaching a greater audience, (ix) StoresOnline Express enhancing the business model of the Company, (x) StoresOnline Express buyers are able to "test drive" software before attending workshops, (xi) streamlining of its sales force being driven by the launch of the StoresOnline Express business model, (xii) need to have specific expert speakers and a smaller number of sales teams to roll out Express, (xiii) preserving its customer service and engineering teams that support customers today and build future revenue and results, (xiv) maintenance of its scalable infrastructure to support future hires, when appropriate, (xv) expectation that the smaller sales base will lower top-line expectations, (xvi) expectation that this retrenchment will improve operating margins and the company's long-term potential to grow profitability, (xvii) having decreased event staff, travel support staff and general administrative staff of approximately 20 percent delivering savings of approximately $1.0 million annually in addition to commissions associated with reduction of the sales force (xviii) actions having a positive impact on its future bottom line, (xix) expectations of revenues and net dollar volume of contracts written decreasing 15-20 percent over fiscal 2007 revenue of $151.6 million and net dollar volume of contracts written of $165.3 million, (xx) new business model increasing the volume of people activating websites and thereby increasing recurring revenue as well as opening potential new sales channel opportunities, (xxi) being better positioned to build upon its core strengths, to advance its strategic vision and to deliver value to its shareholders, (xxii) continued ability and determination to offer cash dividends (xxiii) anticipated effect of such cash dividend on the Company's liquidity, (xxiv) ability to provide sufficient free cash flow to invest in future growth and fund the share repurchase program and pay dividends, and other statements that are not historical in nature constitute forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on the current expectations and beliefs of the management of iMergent and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. For a more detailed discussion of risk factors that affect iMergent's operations, please refer to the Company's Form 10-K for the year ended June 30, 2007 and its Form 10-Q for the quarterly period ended September 30, 2007. The Company undertakes no obligation to update this forward-looking information, except as required by law. About iMergent iMergent provides eCommerce solutions to entrepreneurs and small businesses enabling them to market and sell their business products or ideas via the Internet. Headquartered in Orem, Utah, the company sells its proprietary StoresOnline software and training services, which help users build successful Internet strategies to market products, accept online orders, analyze marketing performance, and manage pricing and customers. In addition to software, iMergent offers site development, web hosting and marketing products. iMergent typically reaches its target audience through a concentrated direct marketing effort to fill Preview Sessions, in which a StoresOnline expert reviews the product opportunities and costs. These sessions lead to a follow-up Workshop Conference, where product and technology experts train potential users on the software and encourage them to make purchases. iMergent, Inc. and StoresOnline are trademarks of iMergent, Inc. CONTACT: iMergent, Inc. Robert Lewis, CFO, 801-431-4695 investor_relations@imergentinc.com or Lippert/Heilshorn & Associates Kirsten Chapman or Dahlia Bailey, 415-433-3777 Investor Relations dbailey@lhai.com EX-99.2 3 a5572841ex992.txt EXHIBIT 99.2 Exhibit 99.2 iMergent Streamlines Sales Force and Operations Frequently Asked Questions Sales Force Reduction 1. The company received injunctions in California and/or North Carolina. Is this restructuring a sign that the company might not be able to re-enter these markets? a. This action is primarily driven by the launch of StoresOnline Express and is in no way a concession that we will not be doing business in California and/or North Carolina. 2. What happens if the company is unable to re-enter California and/or North Carolina. Will there be another round of force reduction? a. The streamlining of our sales force is driven by the launch of StoresOnline Express. The company still expects to do business in California and North Carolina in the near future. 3. Did the potential of StoresOnline Express cannibalizing StoresOnline contribute to the decision to streamline the sales force? a. Since our introduction of StoresOnline Express at preview sessions in October and November we have seen a higher percentage of buying units attending workshops and in upgrades to StoresOnline Pro delivering higher close rates at workshops. Our StoresOnline Express product enhances StoresOnline Pro sales. Therefore, we believe the impact will be positive, not a cannibalization. 4. It seems your sales force provided the bulk of cost reduction. What else is iMergent doing to achieve its cost goals? a. Our cost of sales and sales & marketing are variable costs related to the number of sales teams. As we have scaled back the teams, these expenses will be reduced. Additionally, we are also reducing sales and marketing support staff as well as general administrative staff - annual cost of which is approximately one million dollars. Sales and Marketing Model 5. The company reduced its preview and workshop teams to approximately 18-20 and 6, respectively. How does this move now affect timing and frequency of your preview conferences and workshops? Can you elaborate more in terms of US vs. international? a. Part of our intent of this change was to reduce the frequency at which we re-enter our targeted markets. As always, the company will deploy teams based on market demand. 6. What led to the company's decision to have 30% of its preview teams begin selling StoresOnline Express in Jan 2008? a. Based on initial statistics from our introductory preview sessions in October and November, we have decided to expedite the launch of our StoresOnline Express product. 7. What other new initiatives are underway that could accelerate growth? a. Launching our StoresOnline Express product is a substantial undertaking. Our teams are dedicated to a smooth roll out and as discussed previously, we also anticipate will lead to greater distribution channel opportunities such as online. 8. Do you anticipate increasing your number of teams if demand warrants? What parameters will the company put in place to ensure against a similar situation? a. As demand increases, we will hire additional staff. 9. Is the company considering reducing the number of targeted markets? a. We continue to evaluate demand in each target market and will conduct business as appropriate. 10. What happens if the economy continues its downward spiral? Another staff reduction? a. We are streamlining our sales teams based on the launch of StoresOnline Express and not based on the economy or market demand. Outlook 11. The company lowered its guidance last quarter and again today. Are you taking a step back? a. We are focused on driving profitable growth by building a stronger and more cost efficient infrastructure. We are scaling back to complete a measured rollout of StoresOnline Express, which is expected to create even more opportunities. 12. Will the company continue its dividend and stock repurchase programs long term? a. At this point in time, we anticipate we will continue our dividend and continue to opportunistically repurchase shares based upon the financial resources of the company. -----END PRIVACY-ENHANCED MESSAGE-----