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): November 13, 1998
OFFICELAND INC.
(Exact name of registrant as specified in its charter)
Ontario, Canada
(State or other jurisdiction of incorporation)
86732971
(Canadian Federal Tax Account No.)
312 Dolomite Drive, Suite 212
Downsview, Ontario M3J 2N2
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (416) 736-4000
On November 18, 1998, Officeland Inc. ("Officeland") filed a Current
Report on Form 8-K (the "Initial Report") with the Securities and Exchange
Commission, which reported Officeland's acquisition of all of the outstanding
capital stock of Telecom Corporation of Chicago (the "Acquisition"). On January
27, 1999, Officeland filed a Form 8-K/A with the Securities and Exchange
Commission to amend and supplement the Initial Report to include certain
financial statements and pro forma financial information which Officeland is
required to report pursuant to Items 7(a) and (b) of Form 8-K in connection with
the Acquisition. The purpose of this amendment and supplement is to provide
additional exhibits in connection with the Acquisition.
Item 2 Acquisition of Assets
Pursuant to a Stock Purchase Agreement dated October 9, 1998, Officeland
Inc. ("Officeland") acquired the stock of Telecom Corporation of Chicago
("Telecom") on November 13, 1998 for the aggregate consideration of $3,100,000
in cash and 750,000 shares of Officeland common stock, plus an additional
earn-out amount payable in cash or common shares subject to Telecom's future
earnings. The acquisition was completed after Officeland received financing from
investors associated with International Capital Partners, Inc., a Connecticut
based investment management company. In connection with the acquisition: (i)
Telecom entered into an employment agreement with John Einarsen ("Einarsen"),
the former sole shareholder of Telecom, (ii) Telecom, as Tenant, entered into a
lease agreement with Einarsen, which lease is guaranteed by Officeland, and
(iii) Telecom entered into a Loan Agreement with American National Bank and
Trust Company of Chicago, which loan is guaranteed by Officeland.
Telecom is a leading re-manufacturer and marketer of used fax machines,
small copiers and printers. Telecom will continue to conduct its business as a
wholly-owned subsidiary of Officeland.
Item 7 Financial Statements and Exhibits
Exhibit 1* Press release of Officeland Inc. dated November 16, 1998
announcing the acquisition of Telecom Corporation of Chicago.
(a) Financial Statements of businesses acquired.
Exhibit 2* Audited Financial Statements of Telecom Corporation of Chicago
for the years ended December 31, 1997, 1996 and 1995, including the
Independent Auditors' Report of Manning Silverman & Company dated
October 27, 1998.
Exhibit 3* Consent of Independent Auditors
(b) Pro forma financial information.
Exhibit 4* Pro forma financial information showing combined results for
Telecom Corporation of Chicago and Officeland Inc.
(c) Exhibits
Exhibit 5 Stock Purchase Agreement between Officeland Inc. and John Einarsen
Exhibit 6 Employment Agreement by and Among John Einarsen, Telecom
Corporation of Chicago and Officeland Inc.
Exhibit 7 Lease Agreement by and between John Einarsen, as Landlord, and
Telecom Corporation of Chicago, as Tenant
Exhibit 8 Officeland Inc. Guaranty of Lease Agreement
Exhibit 9 Loan and Security Agreement by and between Telecom Corporation of
Chicago and American National Bank and Trust Company of Chicago, a
National Banking Association
Exhibit 10 Officeland Continuing Guaranty of Loan and Security Agreement
Exhibit 11 Revolving Credit Note pursuant to and in accordance with Loan and
Security Agreement
* Previously filed on November 18, 1998 and January 27, 1999.
Additional exhibits and financial information will be filed by amendment.
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.
OFFICELAND INC.
(Registrant)
Dated: January 29, 1999 By: /s/ Marvyn A. Budd
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Marvyn A. Budd,
Chief Executive Officer and President