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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
June 24, 1998
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PROCOM TECHNOLOGY, INC.
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(Exact name of registrant as specified in charter)
California 0-21053 33-0268063
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(State or other (Commission (IRS employer
jurisdiction of file number) identification
incorporation) number)
2181 Dupont Drive,
Irvine, CA 92612
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(Address of principal executive offices)
Registrant's telephone number, including area code:
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(714) 852-1000
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 24, 1998, the Registrant, through its wholly-owned subsidiary,
Invincible Technologies Acquisition Corporation ("ITAC"), completed the
acquisition of substantially all of the assets and liabilities of Invincible
Technologies Corporation, a Massachusetts-based developer and reseller of high
capacity, fault tolerant network storage solutions ("Invincible"). The assets
acquired included certain machinery and equipment used to manufacture high
capacity, fault tolerant data storage products for computer network
environments, as well as the office equipment, furniture, accounts receivable,
inventory and substantially all of the other assets of Invincible. The net
purchase price consisted of approximately $1.0 million in cash and ITAC's
assumption of certain specified liabilities of Invincible in excess of net
assets acquired of approximately $1.6 million, for a total net purchase price of
approximately $2.6 million. The Company used its cash to pay the $1.0 million
cash portion of the purchase price. The purchase price was the result of
arms'-length negotiations between the Registrant and Invincible. The Registrant
currently intends to continue to use the acquired assets (as applicable) in the
business substantially as conducted by Invincible immediately prior to the
acquisition, which business the Company is now conducting through ITAC. A copy
of the Asset Purchase Agreement, dated June 24, 1998, is attached hereto as
Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 7(a) of Form 8-K shall
be filed by an amendment to this Report on Form 8-K to be filed not later than
60 days after the date of this Report.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 7(b) of Form
8-K shall be filed by an amendment to this Report on Form 8-K to be filed not
later than 60 days after the date of this Report.
(c) Exhibits.
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated June 24, 1998, among Invincible
Technologies Acquisition Corporation, Invincible Technologies
Corporation and certain stockholders of Invincible Technologies
Corporation named therein
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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 thereunto duly authorized.
PROCOM TECHNOLOGY, INC.
Date: October 29, 1998 By: /s/ Alex Razmjoo
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Name: Alex Razmjoo
Title: Chairman of the Board,
President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated June 24, 1998, among Invincible
Technologies Acquisition Corporation, Invincible Technologies
Corporation and certain stockholders of Invincible Technologies
Corporation named therein