SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED 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 report): August 5, 2004
TMS, INC.
(Exact Name of Registrant as Specified in its Charter)
OKLAHOMA 0-18250 91-1098155
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation or Number)
Organization)
206 West 6th Avenue, Stillwater, Oklahoma 74074
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405) 377-0880
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Information To Be Included in the Report
NOTE: This amended current report on Form 8-K, amends and supercedes the current
report filed on October 29, 2004.
Item 8.01 Other Events.
On August 5, 2004 the registrant entered into that certain Asset Purchase
Agreement between registrant and PIC Acquisition, Inc., an Oklahoma corporation
and Pegasus Imaging Corporation, a Florida corporation (collectively "Pegasus")
which provides for a sale to Pegasus of the registrant's Component Products
Technology Business as a going concern. The value of the transaction was
estimated at $2.9 million and included approximately $2.2 million in cash and
$.7 million in assumed liabilities. The terms of the transaction, along with a
plan of liquidation of the registrant will be submitted to shareholders for
approval. The sale was anticipated to be closed on or about October 15, 2004 and
in any event no later than November 15, 2004. Because of delays getting the
necessary proxy statement information to shareholders for purposes of
considering the transactions, the registrant and Pegasus entered into a letter
agreement on October 22, 2004 which provides for an extension of the closing
deadline to December 15, 2004 and provides for Pegasus to provide certain
management services to the registrant during this interim period. A second
letter agreement was entered into on November 8, 2004, extending the closing to
December 17, 2004. The Asset Purchase Agreement as well as both letter
agreements are filed as exhibits to this amended current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
10.1 Asset Purchase Agreement dated as of August 5, 2004, by and among TMS,
Inc., PIC Acquisition, Inc. and Pegasus Imaging Corporation
10.2 Letter dated October 18, 2004, from TMS, Inc. to Pegasus Imaging
Corporation amending the Asset Purchase Agreement as of October 16,
2004
10.3 Letter dated November 8, 2004, from TMS, Inc. to Pegasus Imaging
Corporation extending closing to December 17, 2004
SIGNATURES
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 hereto duly authorized.
TMS, INC.
DEBORAH D. MOSIER
By: Deborah D. Mosier
President and Chief Financial
Officer
Principal Executive and Financial
Officer
Date: November 10, 2004
EXHIBIT INDEX
Exhibit No. Description Method of Filing
- ----------- ----------- ----------------
10.1 Asset Purchase Agreement dated as of Filed herewith electronically
August 5, 2004, by and among TMS, Inc.,
PIC Acquisition, Inc. and Pegasus
Imaging Corporation
10.2 Letter dated October 18, 2004, from Filed herewith electronically
TMS, Inc. to Pegasus Imaging
Corporation
10.3 Letter dated November 8, 2004, from Filed herewith electronically
TMS, Inc. to Pegasus Imaging
Corporation extending closing to
December 17, 2004