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
December 24, 1999
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Date of Report (Date of earliest event reported)
VDI MULTIMEDIA
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(Exact name of registrant as specified in its charter)
California 000-21917 95-4272619
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(State or other Commission File (IRS Employer
jurisdiction Number Identification No.)
or incorporation)
7083 Hollywood Boulevard, Suite 200, Hollywood, California 90028
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(Address of principal executive offices) (Zip Code)
(323) 957-7990
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report.)
Item 5. OTHER EVENTS.
On December 24, 1999, VDI MultiMedia, a California corporation (the
"Company"), entered into an Agreement and Plan of Merger, dated as of
December 24, 1999, among the Company, VDI MultiMedia, Inc., a Delaware
corporation and a wholly owned subsidiary of the Company, and VMM Merger
Corp., a Delaware corporation and an affiliate of Bain Capital, Inc. A copy
of the press release announcing the transaction is attached hereto as Exhibit
99.1 and incorporated herein by this reference. A copy of the Agreement and
Plan of Merger, dated as of December 24, 1999, among the Company, VDI
MultiMedia, Inc. and VMM Merger Corp. is attached hereto as Exhibit 2.1 and
is incorporated herein by this reference. To induce VMM Merger Corp. to enter
into the Agreement and Plan of Merger, R. Luke Stefanko and Julia Stefanko
entered into a Shareholders Agreement with VMM Merger Corp. The Shareholders
Agreement, dated as of December 24, 1999, among VMM Merger Corp., R. Luke
Stefanko and Julia Stefanko, is incorporated herein by reference to the
Schedule 13D of VMM Merger Corp., Bain Capital Fund VI, L.P., Bain Capital
Partners VI, L.P. and Bain Capital Investors VI, Inc., filed with the
Securities and Exchange Commission on January 3, 2000.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of December 24, 1999, among VDI
MultiMedia, VDI MultiMedia, Inc. and VMM Merger Corp.
2.2 Shareholders Agreement, dated as of December 24, 1999, among VMM
Merger Corp., R. Luke Stefanko and Julia Stefanko (incorporated by
reference to the Schedule 13D of VMM Merger Corp., Bain Capital
Fund VI, L.P., Bain Capital Partners VI, L.P. and Bain Capital
Investors VI, Inc., filed with the Securities and Exchange Commission
on January 3, 2000).
99.1 Press Release issued by the Company on December 27, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: January 11, 2000
VDI MULTIMEDIA
By: /s/ Donald R. Stine
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Name: Donald R. Stine
Title: President
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EXHIBIT INDEX
Exhibit
No. Description of Exhibit
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2.1 Agreement and Plan of Merger, dated as of December 24, 1999,
among VDI MultiMedia, VDI MultiMedia, Inc. and VMM Merger Corp.
2.2 Shareholders Agreement, dated as of December 24, 1999, among
VMM Merger Corp., R. Luke Stefanko and Julia Stefanko
(incorporated by reference to the Schedule 13D of VMM Merger
Corp., Bain Capital Fund VI, L.P., Bain Capital Partners VI, L.P.
and Bain Capital Investors VI, Inc., filed with the Securities
and Exchange Commission on January 3, 2000).
99.1 Press Release issued by the Company on December 27, 1999.
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