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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) May 9, 1997
Bristol Technology Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21633 58-2235556
(State or other juridiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5000 Birch Street,Suite 205, Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 475-0800
18201 Von Karman Avenue, Suite 305, Irvine, California 92612
(Former name or former address, if changed since last report)
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ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
On May 9, 1997, the Agreement and Plan of Merger (the "Agreement") by
and among Bristol Technology Systems, Inc. (the "Company"), the Company's
wholly-owned subsidiary, Bristol Merger Corporation (the "Purchaser"),
International Systems & Electronics, Inc. (ISE) and the sole shareholder of ISE,
Pedro Penton (the "Shareholder") was consummated. ISE is a point-of-sale (POS)
systems dealer for NCR, Omron and Sharp equipment. ISE sells, installs and
services POS solutions to the hospitality and general retail markets in Florida
and Latin American countries. For the year ended December 31, 1996, ISE had
unaudited gross revenues of $4,800,000 and total assets of $3,600,000. Assets
acquired as a result of the Agreement consist primarily of accounts receivable
and inventory.
In consideration for the merger, the Shareholder will receive
$1,100,000 in cash and 130,434 shares of non-registered, restricted Common Stock
of the Company which were valued at April 25, 1997 to be $750,000.
The purchase price to be paid to the Shareholder as a result of the
merger was negotiated on an "arms-length" basis with the Shareholder, and
neither the Shareholder nor any of the principals of the Company had a
pre-existing relationship prior to the consummation of the transaction. Cash
utilized for the acquisition was obtained by the Company from its recently
concluded public offering of its securities consummated on November 20, 1996.
The Shareholder has entered into an employment agreement dated
May 1, 1997, pursuant to which he will serve as President of ISE and will serve
on the Board of Directors of ISE. The term of the employment agreement is five
years concluding April 30, 2002, during which term Mr. Penton will receive a
base salary of $150,000, will be eligible to earn certain bonuses and will
receive certain additional benefits.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of the businesses acquired (TO BE
PROVIDED BY AMENDMENT)
(b) Pro Forma Financial information (TO BE PROVIDED BY AMENDMENT)
(c) Exhibits:
(1) Agreement and Plan of Merger by and among Bristol
Technology Systems, Inc., Bristol Merger Corporation,
International Systems & Electronics Corporation
(Exhibit 10.27)
(2) Employment Agreement to be effective May 1, 1997 by
and between Pedro Penton and International Systems &
Electronics Corporation (Exhibit 10.28)
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INDEX TO EXHIBITS
Index
Number Description
10.27 Agreement and Plan of Merger by and among Bristol Technology
Systems, Inc., Bristol Merger Corp., International Systems &
Electronics Corporation and Pedro Penton.
10.28 Employment Agreement to be effective as of May 1, 1997 by and
between Pedro Penton and International Systems & Electronics
Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BRISTOL TECHNOLOGY SYSTEMS, INC.
By: /s/ KELLY KAUFMAN
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Kelly Kaufman, Vice President of Finance
May 23, 1997