SEC Filing Summary: Form 8-K
Business Context and Reporting Period
Company: Concierge Technologies, Inc. (formerly Starfest, Inc.)
Filing Date: March 20, 2002
Reporting Period: Event-based report for the merger effective March 20, 2002.
Starfest, Inc. (California) merged with Concierge, Inc. (Nevada) to form the surviving entity, Concierge Technologies, Inc. The merger was approved by shareholders of both corporations in January 2002 and finalized on March 20, 2002.
Key Financial Metrics
This filing is a Current Report (Form 8-K) regarding a corporate transaction and does not contain financial statements, revenue, profit, cash flow, or debt metrics. The registrant stated that financial statements will be filed within 60 days.
Material Changes
- Corporate Merger: Concierge, Inc. merged into Starfest, Inc. The surviving entity changed its name to Concierge Technologies, Inc.
- Stock Exchange Ratio: Each outstanding share of Concierge, Inc. was converted into 67.5355 shares of Concierge Technologies, Inc. Fractional shares were rounded to the nearest whole number.
- Shareholder Approval:
- Concierge, Inc.: 83.3% of outstanding shares voted to approve; 0% voted to disapprove.
- Starfest, Inc.: 52.8% of outstanding shares voted to approve; 2.7% voted to disapprove.
- Fiscal Year Change: The company changed its fiscal year-end from December 31 to June 30. The upcoming Form 10-KSB will cover the transition period ending June 30, 2002.
- Capital Structure: The authorized capital is now 190 million shares of Common Stock ($0.001 par value) and 10 million shares of Preferred Stock ($0.001 par value).
Guidance, Outlook, and Risks
The filing does not provide management commentary, financial guidance, or specific risk factors beyond the standard disclosure of the merger transaction. The primary contingency noted is the pending filing of financial statements within 60 days of the report date.
Investor Verification Checklist
- Verify the exact number of shares issued to former Concierge, Inc. shareholders based on the 67.5355 exchange ratio.
- Monitor the upcoming filing of financial statements (due within 60 days) for the first consolidated results.
- Confirm the details of the transition period financials in the next Form 10-KSB covering the period ending June 30, 2002.
- Review the Prospectus-Proxy Statement (Amendment No. 7 to Form S-4, filed Nov 14, 2001) for full merger details referenced in this report.