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CONFORMED COPY
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) August 9, 1996
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Unidigital Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27664 13-3856672
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(State or Other (Commission File Number) (IRS Employer Identification No.)
Jurisdiction
of Incorporation)
20 West 20th Street, New York, New York 10011
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(Address of Principal Executive Offices) (zip code)
(212) 337-0330
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(Registrant's telephone
number, including area
code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OF ASSETS
On August 9, 1996, Unidigital Inc. (the "Company"), through a wholly-
owned subsidiary, consummated the acquisition of certain assets of Cardinal
Communications Group, Inc. ("Cardinal") and C-Max Graphics, Inc. ("C-Max"; C-
Max and Cardinal are referred to collectively as the "Seller") located in New
York City. The Seller provided prepress and digital print services to
advertising agencies, publishers and corporations in the New York City and
surrounding area. The Company intends to continue such line of business. The
assets purchased included the Seller's entire customer list, inventory,
equipment, trade name and 34,000 square feet of commercial real estate in New
York City. The purchase price included cash payments of $1,450,000, issuance
of $250,000 of restricted Common Stock of the Company (39,216 shares) and the
assumption of equipment lease obligations and real estate taxes and mortgages.
The Company funded the purchase price from proceeds of a $1,400,000 line of
credit from Chase Manhattan Bank. In determining the purchase price, the
Company considered, among other factors, the past and projected revenues
generated from the customers of the Seller and the value of the acquired
inventory, equipment and real estate.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Information of Business Acquired.
To be filed by amendment. The Company believes that it is impracticable
to provide such financial information as of the date hereof. Such information
shall be filed with the Commission no later than October 23, 1996.
(b) Pro Forma Financial Information (unaudited).
To be filed by amendment. The Company believes that it is impracticable
to provide such financial information as of the date hereof. Such information
shall be filed with the Commission no later than October 23, 1996.
(c) Exhibits.
Exhibit No. Description of Exhibit
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10.1 Asset Purchase Agreement dated as of
August 2, 1996 by and among Unidigital
Inc., Unidigital/Cardinal Corporation,
Cardinal Communications Group, Inc., C-Max
Graphics, Inc. (Cardinal and C-Max being
referred to herein collectively as the
"Seller"), and each of Mark and Sheldon
Darlow, the sole shareholders of the
Seller.
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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, hereunto duly authorized.
Unidigital Inc.
By: /s/Kevin H. Rich
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Kevin H. Rich, Vice President
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: August 19, 1996
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