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 28, 2001
Azul Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-14747 04-2751102
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6671 Gunpark Drive, Suite 100, Boulder, Colorado 80301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 448-8833
Not applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
As previously scheduled and reported, the foreclosure sale involving
the assets of Azul Holdings Inc. arising out of the uncured default of the
Company's $15,764,469 indebtedness to Tudor Trust was completed today. At the
foreclosure sale Tudor Trust purchased all of the assets of the Company for
$6,980,000 of principal indebtedness. The assets purchased at the foreclosure
sale were principally composed of the common stock of Xyvision Enterprise
Solutions, Inc., an independent company which is not indebted to either Azul
Holdings or Tudor Trust. Tudor Trust has also been a shareholder of Xyvision
Enterprise Solutions and accordingly the purchase of its stock from Azul
Holdings will increase its ownership. The change of ownership of the Xyvision
Enterprise Solutions stock will not affect that company or its business.
Despite the Company's communications with a number of persons and
entities believed to have possible interest in its assets, there were no other
bidders at the foreclosure sale and the Company had been unsuccessful over the
past sixty days, since being notified of the default and the prospective
foreclosure, in developing alternatives for resolving the Tudor Trust
indebtedness. The amount paid by Tudor Trust for the assets was based upon third
party transactions and evaluations of the assets which were purchased at the
foreclosure sale. Tudor Trust has advised the Company that if it can obtain a
bid for the assets sold at the foreclosure sale by January 16, 2002 which is
higher than the amount paid by Tudor Trust, Tudor Trust will reconvene the
foreclosure sale in order to receive such bid and in order to possibly increase
the amount bid by Tudor Trust.
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934 and
Section 27A of the Securities Act of 1933. For this purpose, any statements
contained herein that are not statements of historical fact and statements as to
future occurrence containing the word "will" or similar expressions may be
deemed to be forward-looking statements. The risk factors set forth in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2001
and the factors discussed under the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" caption in the Company's
Quarterly Report on Form 10-QSB for the quarter ended September 30, 2001 could
cause actual results to differ materially from those expressed or implied by
forward-looking statements made herein and presented elsewhere by management
from time to time. Such forward-looking statements represent management's
current expectations and are inherently uncertain. Investors are cautioned that
actual results may differ materially from management's expectations.
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.
Date: December 28, 2001 AZUL HOLDINGS INC.
By: /s/ Edward S. Wittman
-------------------------------
Edward S. Wittman
Vice President and
Chief Financial Officer