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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 29, 1997
Bristol Technology Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21633 58-2235556
(State or other jurisdiction (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 29, 1997, the Agreement and Plan of Reorganization, as amended,
(the "Agreement") by and among Bristol Technology Systems, Inc. ("the Company");
Smyth Merger Corp., a Delaware corporation and a newly-formed, wholly-owned
subsidiary of the Company ("SMC"); Smyth Systems, Inc., a Delaware corporation
("SSI"); and the managing stockholders of SSI, was consummated. Under the terms
of the Agreement, SSI was merged into SMC in a forward triangular merger in a
tax-free reorganization. Under the terms of the Agreement, SMC will change its
name to Smyth Systems, Inc. and intends to conduct all of the previous
operations conducted by SSI.
SSI has been in business since 1949 and is comprised of two divisions.
One division is a provider of automated, integrated, turnkey systems for country
clubs, golf shops, golf resort operations, retail apparel specialty stores,
department stores, sporting goods stores, and museum shops, with installations
in 48 of the 50 United States and in four countries. SSI provides these products
and services from its offices in Canton, Ohio; Irvine, California; Dallas,
Texas; and Salt Lake City, Utah. The second division is a provider of
point-of-sale ("POS") systems manufactured by NCR. SSI sells, installs and
services NCR POS systems at supermarkets, quick service food outlets,
restaurants and other retail establishments from its base office in Canton, Ohio
for the Canton, Akron, Cleveland, Youngstown and Mansfield areas, and from its
office in Irvine and Montclair, California for the Southern California area. For
the twelve months ended December 31, 1996, SSI had preliminary unaudited net
revenues and pretax earnings of $12,100,000 and $466,000, respectively. Total
assets at December 31, 1996, were approximately $3,300,000.
In consideration for the merger, the Smyth shareholders exchanged all
of the outstanding capital stock of Smyth for $2,348,808 in cash and $2,064,104
of non-registered, restricted Common Stock of the Company. The number of shares
of common stock issued was 569,408, which was determined based upon the last
trade price per share as reported by NASDAQ on May 19, 1997. The managing
shareholders pledged a total of 60,000 shares of Common Stock of the Company as
security for the indemnity obligations under the Agreement. The purchase price
to be paid to the Shareholders as a result of the merger was negotiated on an
"arms-length" basis with the Shareholders, and none of the Shareholders 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.
In connection with the Smyth Merger, Messrs. Robert T. Smyth, Larry D.
Smyth and William A. Smyth, who are executives and principal stockholders of
SSI, will continue to be employed by SSI following the closing of the Smyth
Merger pursuant to written employment agreements.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of businesses acquired (TO BE PROVIDED BY
AMENDMENT)
(b) Pro Forma Financial Information (TO BE PROVIDED BY AMENDMENT)
(c) Exhibits:
(1) Agreement and Plan of Reorganization by and among
Bristol Technology Systems, Inc., Smyth Systems,
Inc., the Managing Stockholders of Smyth Systems,
Inc. and Smyth Merger Corp. (Exhibit 10.29)
(2) Second Amendment to Agreement and Plan of
Reorganization (Exhibit 10.30)
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(3) Employment Agreement by and between Robert T. Smyth
and Smyth Systems, Inc. and First Amendment to
Employment Agreement (Exhibit 10.31)
(4) Employment Agreement by and between Larry D. Smyth
and Smyth Systems, Inc. and First Amendment to
Employment Agreement (Exhibit 10.32)
(5) Employment Agreement by and between William A. Smyth
and Smyth Systems, Inc. and First Amendment to
Employment Agreement (Exhibit 10.33)
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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
June 12, 1997
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INDEX TO EXHIBITS
Index
Number Description
10.29 Agreement and Plan of Reorganization by and among Bristol
Technology Systems, Inc., Smyth Systems, Inc., the Managing
Stockholders of Smyth Systems, Inc. and Smyth Merger Corp.
10.30 Second Amendment to Agreement and Plan of Reorganization
10.31 Employment Agreement by and between Robert T. Smyth and Smyth
Systems, Inc. and First Amendment to Employment Agreement
10.32 Employment Agreement by and between Larry D. Smyth and Smyth
Systems, Inc. and First Amendment to Employment Agreement
10.33 Employment Agreement by and between William A. Smyth and Smyth
Systems, Inc. and First Amendment to Employment Agreement