SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
NOVEMBER 28, 1994
INTELOGIC TRACE, INC.
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation)
1-8948 74-2368260
(Commission File Number) (I.R.S. Employer Identification Number)
8415 Datapoint Drive
San Antonio, Texas 78229
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(210) 593-5700
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On November 28, 1994, the United States Bankruptcy Court for the Western
District of Texas, San Antonio Division, Judge Leif M. Clark presiding, entered
an order confirming the Modified First Amended Plan of Reorganization of
Intelogic Trace, Inc., dated October 12, 1994 as further modified by the
Findings of Fact and Conclusions of Law on Confirmation of the Modified First
Amended Plan of Reorganization of Intelogic Trace, Inc., as Modified (the
"Plan"). The Effective Date of the Plan was December 8, 1994.
Information regarding the assets and liabilities of Intelogic Trace, Inc.
(the "Company") is set forth in the Company's Annual Report on Form 10-K for the
fiscal year ended July 31, 1994 filed with the Securities and Exchange
Commission on November 14, 1994.
The following summary of the material features of the Plan is qualified in
its entirety by reference to the Plan, which is filed as an exhibit to this
report. Capitalized terms used and not defined herein have the respective
meanings ascribed to such terms in the Plan.
Under the terms of the Plan, on the Effective Date, administrative and tax
claims would be paid in full, New Preferred Stock would be issued to holders of
unsecured claims, and a four-for-one reverse split of the Old Common Stock would
be consummated, with holders of Old Common Stock retaining approximately 25% of
the Company's common stock outstanding after the Effective Date, and holders of
unsecured claims receiving 75% of the shares of common stock outstanding after
the Effective Date. Approximately $50 million in principal amount of the
Company's 11.99% Subordinated Debentures would be treated as unsecured claims by
the Plan and would be cancelled in exchange for common and preferred stock
issued under the Plan. Fidelity Capital & Income Fund, a principal holder of the
Debentures, would provide $6 million in exit financing to the Company. The Plan
also requires the Company to enter into a Registration Rights Agreement with
certain principal holders of Company securities with respect to the resale of
securities issued under the Plan. On the Effective Date, the Company's Board of
Directors would be Kevin P. Collins, Mark S. Helwege, Henry Owsley, F. Terry
Savage, and Lawrence C. Petrucci. Mark S. Helwege, currently President, CEO, and
a Director of the Company, would continue in his capacity as President, CEO, and
a director of the Company after the Effective Date.
As of December 8, 1994, the date set by the Bankruptcy Court as the record
date for determining the right of security holders to distributions under the
Plan, there were 12,505,631 shares of Old Common Stock issued and outstanding,
no shares of Old Preferred Stock issued and outstanding, and $49,924,000 in
principal amount of Debentures issued and outstanding. On December 9, 1994, the
Company amended its Articles of Incorporation to provide for the four-for-one
reverse split of Old Common Stock and to designate the New Preferred Stock. The
Company expects to mail transmittal instructions in late December or early
January to security holders of record on the Effective Date informing them
regarding the requirements they must meet to receive distributions under the
Plan. The Company is also currently compiling the list of creditors who are to
receive Company securities under the Plan and calculating the number of shares
of Company securities due each of such creditors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS. The following exhibits are filed as part of this report:
NUMBER DOCUMENT
2.1 Modified First Amended Plan of Reorganization of
Intelogic Trace, Inc., dated October 12, 1994
(filed as Exhibit 99 to the 1994 Form 10-K and
incorporated herein by reference).
2.2 Findings of Fact and Conclusions of Law on
Confirmation of the Modified First Amended Plan
of Reorganization of Intelogic Trace, Inc., as
Modified, entered November 28, 1994 (filed
herewith).
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTELOGIC TRACE, INC.
By: /S/ PHILIP D. FREEMAN
Philip D. Freeman, Senior Vice President,
General Counsel and Secretary
Dated: December 12, 1994