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) November 17, 1998
HoloPak Technologies, Inc.
_______________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-19453 51-0323272
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
9 Cotters Lane, East Brunswick, New Jersey 08816
_______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code (732) 238-2883
_______________________________________________________________________________
Not Applicable
_______________________________________________________________________________
(Former Name or Former Address, If Changed Since Last Report.)
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ITEM 5. Other Events.
On November 17, 1998, HoloPak Technologies, Inc., a Delaware corporation
("HoloPak"), Foilmark, Inc., a Delaware corporation ("Foilmark"), and Foilmark
Acquisition Corporation, a Delaware corporation ("Foilmark Sub"), entered into
an Agreement and Plan of Merger (the "Merger Agreement"), a copy of which is
filed as Exhibit 99.2 hereto and incorporated herein by reference, providing for
the merger of HoloPak (the "Merger") with and into Foilmark Sub, with Foilmark
Sub as the surviving corporation in the Merger. Pursuant to the Merger Agreement
and upon the terms and subject to the conditions and limitations therein, each
issued and outstanding share of common stock, par value $0.01 per share, of
HoloPak (the "HoloPak Common Stock") will be converted into the right to receive
(i) 1.11 shares of common stock, par value $0.01 per share, of Foilmark (the
"Foilmark Common Stock") and (ii) $1.42 in cash.
In addition, on November 17, 1998, certain directors and shareholders of
HoloPak (the "HoloPak Shareholders") entered into a Shareholder Agreement with
Foilmark and Foilmark Sub (the "HoloPak Shareholder Agreement"), a copy of which
is filed as Exhibit 99.3 hereto and incorporated herein by reference, pursuant
to which the HoloPak Shareholders, who have collectively represented to Foilmark
and Foilmark Sub that they own 1,517,932 issued and outstanding shares of
HoloPak Common Stock, representing approximately 45% of all outstanding shares
of HoloPak Common Stock, have agreed, among other things, to vote all shares of
HoloPak Common Stock owned by such HoloPak Shareholder in favor of the Merger,
upon the terms and subject to the conditions thereof.
In addition, on November 17, 1998, certain directors and shareholders of
Foilmark (the "Foilmark Shareholders") entered into a Shareholder Agreement with
HoloPak (the "Foilmark Shareholder Agreement"), a copy of which is filed as
Exhibit 99.4 hereto and incorporated herein by reference, pursuant to which the
Foilmark Shareholders, who have collectively represented to HoloPak that they
own 1,481,394 shares of Foilmark Common Stock, representing approximately 35% of
all outstanding shares of Foilmark Common Stock, have agreed, among other
things, to vote all shares of Foilmark Common Stock owned by such Foilmark
Shareholder in favor of the Merger, upon the terms and subject to the conditions
thereof.
In addition, on November 17, 1998, certain shareholders of Foilmark and
certain shareholders of HoloPak have agreed, upon the effective time of the
Merger, to enter into a Voting Agreement (the "Voting Agreement"), the form of
which is attached as Exhibit 9.1(i) to the Merger Agreement and incorporated
herein by reference. Pursuant to the Voting Agreement, these shareholders have
agreed, for a period of five years following the effective time of the Merger or
until such time as such shareholders of either HoloPak or Foilmark shall as a
group own less than five percent (5%) of the outstanding shares of Foilmark
Common Stock, to vote all of their respective shares of Foilmark Common Stock
(i) for five nominees designated by Bradford Associates to the Board of
Directors of Foilmark; (ii) for five nominees designated by Frank J. Olsen, Jr.
to the Board of Directors of Foilmark; (iii) to cause the Board of Directors of
Foilmark to be fixed at ten; (iv) to cause Robert J. Simon to serve as Chairman
of the Board of Directors of Foilmark; and (v) to cause the Board of Directors
of Foilmark to establish an Executive Committee, Compensation Committee and
Audit Committee, to consist of and to be chaired by such persons as specified in
the Voting Agreement.
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Consummation of the Merger, which is expected in the first quarter of 1999,
is subject to various conditions, including approval of the Merger by the
shareholders of each of HoloPak and Foilmark. Prior to such shareholders'
meetings, Foilmark will file a registration statement with the Securities and
Exchange Commission registering under the Securities Act of 1933, as amended,
the shares of the Foilmark Common Stock to be issued in exchange for the
outstanding shares of HoloPak Common Stock. Such shares of Foilmark Common Stock
will be offered to the HoloPak shareholders only pursuant to a prospectus that
will also serve as a joint proxy statement for the separate meetings of
shareholders of HoloPak and Foilmark.
On November 18, 1998, HoloPak and Foilmark issued a joint press release
announcing the execution of the Merger Agreement, the HoloPak Shareholder
Agreement and the Foilmark Shareholder Agreement. A copy of such press release
is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
This Current Report on Form 8-K and such press release contain "forward
looking statements" within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and are qualified by cautionary
statements contained herein, including the fact that the Merger is subject to
certain conditions and therefore may not close when anticipated or at all, and
in HoloPak's filings with the Securities and Exchange Commission.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit Description
99.1 Text of Press Release, dated November 18, 1998, issued by HoloPak
Technologies, Inc. and Foilmark, Inc.
99.2 Agreement and Plan of Merger, dated as of November 17, 1998, by and
among HoloPak Technologies, Inc., Foilmark, Inc. and Foilmark
Acquisition Corporation.
99.3 Shareholders Agreement, dated as of November 17, 1998 between
Foilmark, Inc., Foilmark Acquisition Corporation and Robert J. Simon,
Bradford Venture Partners, L.P., Overseas Private Investor Partners,
James L. Rooney, Harvey S. Share, Brian Kelly and Michael S. Mathews.
99.4 Shareholders Agreement, dated as of November 17, 1998 between
HoloPak Technologies, Inc. and Martin A. Olsen, Frank J. Olsen, Jr.,
Wilhelm Kutsch, Philip Leibel, Carol Robie, Edward Sullivan, Kenneth
Harris, Thomas R. Schwarz and Michael Foster.
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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.
HOLOPAK TECHNOLOGIES, INC.
(Registrant)
Date: November 25, 1998
By: /s/ James L. Rooney
----------------------------
Name: James L. Rooney
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit Description
99.1 Text of Press Release, dated November 18, 1998, issued by HoloPak
Technologies, Inc. and Foilmark, Inc.
99.2 Agreement and Plan of Merger, dated as of November 17, 1998, by and
among HoloPak Technologies, Inc., Foilmark, Inc. and Foilmark
Acquisition Corporation.
99.3 Shareholders Agreement, dated as of November 17, 1998 between
Foilmark, Inc., Foilmark Acquisition Corporation and Robert J. Simon,
Bradford Venture Partners, L.P., Overseas Private Investor Partners,
James L. Rooney, Harvey S. Share, Brian Kelly and Michael S. Mathews.
99.4 Shareholders Agreement, dated as of November 17, 1998 between
HoloPak Technologies, Inc. and Martin A. Olsen, Frank J. Olsen, Jr.,
Wilhelm Kutsch, Philip Leibel, Carol Robie, Edward Sullivan, Kenneth
Harris, Thomas R. Schwarz and Michael Foster.
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