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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: July 30, 1997
ACADEMIC COMPUTER SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
New Jersey 2-31876 22-1848316
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
c/o Unity Venture Capital Associates Ltd.
245 Fifth Avenue, Suite 1500 10016
New York, New York (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 696-4282
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Item 1. Changes in Control of Registrant.
On May 21, 1997, Unity Venture Capital Associates Ltd. ("Unity"), a
private venture capital firm, acquired 454,000 shares of Registrant's issued and
outstanding Common Stock (the "ACS Stock"), representing approximately 50.02% of
Registrant's then issued and outstanding shares of Common Stock, from,
collectively, Milton Fisher, Registrant's President and principal stockholder,
and A.D. Gilhart & Co. Inc. Profit Sharing Pension Plan, an affiliate of Mr.
Fisher.
Unity paid $.70 per share or an aggregate of $317,800 for the ACS
Stock, which funds came from Unity's own cash resources.
Concurrently with Unity's acquisition of the ACS Stock, Mr. Fisher,
together with Herman V. Traub and Joseph Kaminsky, who, collectively, comprised
Registrant's Board of Directors, resigned as directors of Registrant. Messrs.
Fisher and Traub also resigned as President and as Secretary-Treasurer,
respectively, of Registrant.
Lawrence Burstein, Unity's President and principal stockholder, and
Steven Millner assumed the respective offices of Registrant's President and
Secretary-Treasurer upon the resignations of Messrs. Fisher and Traub. Messrs.
Burstein and Millner, together with John Cattier, now comprise Registrant's
Board of Directors.
Mr. Burstein, age 54, has been President of Unity since its inception
in February 1996. For approximately 10 years prior thereto, Mr. Burstein was
the President and a principal stockholder of Trinity Capital Corporation
("Trinity"), a private investment banking concern which ceased operations upon
the formation of Unity. Mr. Burstein is a director of five public companies,
being, respectively, T.HQ Inc., USCI Inc., Brazil Fast Food Corp., CAS Medical
Systems, Inc. (a manufacturer of blood pressure monitors and other medical
products principally for the neo-natal market) and The MNI Group Inc. (a
developer and marketer of specially formulated medical foods and pet products).
Mr. Burstein received an LL.B. from Columbia Law School.
Steven Millner, age 36, is and since 1989 has been a partner of
Dalessio Millner & Leben, certified public accountants. Prior to 1989, Mr.
Millner was employed by BDO Seidman, certified accountants as an audit manager.
Mr. Millner received a BS from Bentley College.
John Cattier, age 65, has been an independent consultant since January
1985. From 1957 to December 1984, Mr. Cattier was associated with White Weld &
Co., investment bankers, serving as a general partner, and with Credit Suisse
White Weld (which subsequently became Credit Suisse First Boston), investment
bankers, in various capacities. Mr. Cattier, who was both a
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director and stockholder of Trinity for at least five years prior to its
cessation of operations, is a director of Pacific Assets Trust PLC, a United
Kingdom investment trust, and Chairman of the Board of Directors of Heptagon
Investments Limited, an investment company. Mr. Cattier received a B.A. from
Yale University.
Registrant's Board of Directors will seek to use Registrant as a
vehicle to effect a merger, exchange of capital stock, asset acquisition or
other similar business combination (a "Business Combination") with an operating
business (a "Target Business") which the Board believes has significant growth
potential. Registrant's efforts in identifying a prospective Target Business
will concentrate upon the following industries: (i) the manufacture of
analytical and controlling equipment, chemicals and allied products, electronic
equipment and medical instrumen-tation; (ii) health services (including HMOs,
laboratories and nursing homes); (iii) environmental services and products; (iv)
engineering and construction; (v) wholesale and retail distribution (including
discount operations) of home furnishings, office supplies, computers and related
products, medical equipment and supplies, apparel and accessories, automotive
parts and supplies and food and beverage products; (vi) internet and other new
media products and services; and (vii) communications and entertainment.
Mr. Burstein has been President and a principal stockholder of eight
"blank check" companies (i.e., a company that has no specific business plan or
has indicated that its business plan is to engage in a merger or acquisition
with an unidentified company), all but one of which as of the date hereof has
both publicly sold its equity securities to finance a Business Combination with
a Target Business (an "IPO") and subsequently consummated a Business
Combination. Certain information with respect to each such "blank check"
company, IPO and Business Combination is set forth below:
Approximate
Percentage
Date of IPO and Date of of Target
Name of "Blank Check" Approximately Net Business Business Trading Market
Company Proceeds Combination Name and Nature of Target Business Acquired (Ticker Symbol)
- --------------------- ----------------- ----------- -------------------------------------------- ----------- ---------------
RT Associates Inc. April 1987-- March 1988 Bloc Development Corp.--Software development 48% NYSE (GML)(1)
$2,250,000
RT Acquisition September 1988-- April 1990 Polyvision Corporation--Manufacture and sale 20% AMEX (PLI)
Associates Inc. $1,525,000 of vision projection systems, architectural
building panels, modular partitions and
office products
Trinity Acquisition Corp. August 1990-- August 1991 T-HQ Inc.--Design and marketing of Nintendo 50% Nasdaq SmallCap
$2,250,000 SEGA games Market
(TOYH)
Trinity Capital Enterprise September 1991-- August 1993 SubMicron Systems Corporation--Semi-conductor 37% Nasdaq National
Corp. $9,000,000 capital equipment manufacturer Market
(SUBM)
Trinity Capital May 1992-- November 1993 Alliance Entertainment Corp.--Distribution of 20% NYSE (CDS)(2)
Opportunity Corp. $21,750,000 pre-recorded music, accessories and
entertainment related products
Trinity Six Inc. August 1993-- May 1995 USCI Inc.--Centralized automated computer-based 48% Nasdaq National
$9,000,000 cellular telephone activation systems Market
(USCM)
Trinity Americas Inc. February 1994-- March 1996 Brazil Fast Food Corp.--Owner and operator of 43% Nasdaq SmallCap
$9,000,000 hamburger fast food restaurants in Brazil Market
(BOBS)
Unity First Acquisition November 1996-- ____________ Target Business not as yet identified __% _______________
Corp. $7,500,000
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_________________
(1) Bloc Development Corp. was acquired by Global Direct Mail Corp., now known
as Tiger Direct Inc. ("Tiger Direct"), in 1995. On November 30, 1995,
Tiger Direct ceased to be a reporting company under the Securities Exchange
Act of 1934, as amended.
(2) Alliance Entertainment Corp. initiated a voluntary reorganization
proceeding under Chapter 11 of the Federal Bankruptcy Code in July 1997.
There can be no assurances that Registrant will be able to locate a
suitable Target Business, to effect a Business Combina-tion, or to secure
additional financing if required to effect a Business Combination. Further,
there can be no assurance that the type of business or the performance of a
Target Business subsequent to the consummation, if any, of a Business
Combination will be similar to that of these other "blank check" companies.
Item 7. Financial Statements and Exhibits.
1. Financial Statements.
Inapplicable.
2. Pro Forma Financial Information.
Inapplicable.
3. Exhibits.
99.1 Stock Purchase Agreement dated May 21, 1997 among Unity
Venture Capital Associates Ltd., Milton Fisher and A.D.
Gilhart & Co. Inc. Profit Sharing Pension Plan
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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 thereunto duly authorized.
Dated: July 30, 1997 ACADEMIC COMPUTER SYSTEMS INC.
(Registrant)
By: /s/Lawrence Burstein
Lawrence Burstein
President