SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report - August 1, 1997
ACI TELECENTRICS, INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 000-21557 41-1572571
(State or other Jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3100 West Lake Street, Suite 300, Minneapolis, Minnesota 55416
(Address of principal executive offices and zip code)
(612) 928-4700
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 1, 1997, the Registrant acquired all of the issued and outstanding
capital stock (the "Shares") of Encyclopaedia Britannica Communications
Corporation ("Britcom"), an Illinois corporation and a wholly owned subsidiary
of Encyclopaedia Britannica, Inc. ("Seller"), a New York corporation, pursuant
to a Stock Purchase Agreement between the Registrant and Seller. The purchase
price for the purchase of the Shares consisted of (i) $1,250,000 cash paid at
closing; and (ii) four quarterly payments (each an "Earn-Out Payment,"
cumulatively the "Total Earn-Out Payment"). The amount of the Total Earn-Out
Payment will depend on the amount of revenues generated by certain Britcom
clients and prospective clients during the period from January 1, 1998 through
December 31, 1998 (the "Earn-Out Revenues"). If Earn-Out Revenues are less than
$5,000,000, no Total Earn-Out Payment shall be payable. If Earn-out Revenues are
greater than $5,000,000 and less than $10,000,000, the Earn-Out Payment will
range from $500,000 to $1,5000,000; with an increasingly larger Earn-Out Payment
due as Earn-Out Revenues increase. If Earn-Out Revenues are equal to or greater
than $10,000,000, the Earn-Out Payment shall be $1,750,000. The maximum Total
Earn-Out Payment shall not exceed $1,750,000.
The price for the acquisition was determined by negotiation by the parties. In
determining the purchase price it was willing to pay for the Britcom Common
Stock, ACI considered a number of factors, including estimates of the business
potential and earning prospects of Britcom, the present sales levels of Britcom
and its future sales potential. These factors were also considered with respect
to their relationship to market valuations of comparable companies and the
current condition of the market for telemarketing services and the economy as a
whole.
The source of the $1,250,00 cash paid by the Registrant at closing was cash from
the Registrant's investment account.
The acquired business is engaged in telemarketing and leases two call centers,
one in Lombard, Illinois and the other in Merrilville, Indiana. The acquired
call centers will continue to conduct telemarketing operations under the name
ACI Telecentrics of Illinois, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. The financial
statements of Britcom for the periods specified in Item. 310 (c)
of Regulation S-B shall be filed by amendment of this Form 8-K not
later than October 14, 1997 (60 days after the date that this From
8-K is due).
(b) Pro Forma Financial Information. The pro forma information
required by Item 310 (d) of Regulation S-B shall be filed by
amendment of this Form 8-K not later than October 14, 1997 (60
days after the date that this Form 8-K is due).
(c) Exhibits.
2.1 Stock Purchase Agreement dated August 1, 1997, by and
among ACI Telecentrics Incorporated and Encyclopaedia
Britannica, Inc. Upon the request of the Commission,
the Registrant agrees to furnish a copy of the
exhibits and schedules to the Stock Purchase
Agreement.
Schedule 1.2(a) Excluded Assets
Schedule 1.3 Included Liabilities
Schedule 2.1(b) Current and Prospective Clients
Schedule 3.2 Qualification to do Business
Schedule 3.5(a) Financial Statements
Schedule 3.5(b) Books and Records
Schedule 3.5(c) Adverse Changes
Schedule 3.6 Tax Reports, Returns and Payment
Schedule 3.7 Title to Assets
Schedule 3.7(c) computer Software Programs
Schedule 3.7(d) Equipment Leases
Schedule 3.7(e) Customer Contracts
Schedule 3.7(f) Other Contracts
Schedule 3.7(h) Company Licenses and Permits
Schedule 3.8 Tangible Personal Property
Schedule 3.9 Licenses and Permits
Schedule 3.10(a) Contracts
Schedule 3.10(b)(i) Employee Plans
Schedule 3.10(b)(ii) Administration of Employee Plans
Schedule 3.10(b)(iii) Changes in Employee Plans
Schedule 3.10(c)(i)(A) Employment Agreements
Schedule 3.10(c)(i)(B) Employee Benefits
Schedule 3.10(c)(ii) Obligations to Officers, Employees,
Agents
Schedule 3.10(c)(iv) Employee Lawsuits, Claims
Schedule 3.10(d) Breaches of Contracts
Schedule 3.10(e) Binding Effect of Contracts
Schedule 3.11 Contracts with Related Parties
Schedule 3.12(a) List of Employees and Compensation
Schedule 3.12(b) Terminated Employees
Schedule 3.12(c) Compliance with Employment Laws
Schedule 3.13 Insurance Policies
Schedule 3.14(a) Pending or Threatened Litigation
Schedule 3.12(b) Lawsuits and Claims Last Two Years
Schedule 3.15 Customers
Schedule 3.16 Laws and Regulations
Schedule 3.20 Restrictions
Schedule 3.21 Consents and Approvals
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.
ACI TELECENTRICS, INCORPORATED
(Registrant)
Date: August 12, 1997 By: /s/ Steven A. Kahn
Steven A. Kahn
Vice President and Chief Financial Officer
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBIT INDEX TO FORM 8-K
Date of Report: Commission File No.:
August 1, 1997 000-21557
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ACI TELECENTRICS, INCORPORATED
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Exhibit
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2.1 Stock Purchase Agreement dated August 1, 1997, by and among
ACI Telecentrics Incorporated and Encyclopaedia Britannica,
Inc.