- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) JULY 30, 1997
VDI MEDIA
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 0-21917 95-4272619
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
6920 SUNSET BOULEVARD
HOLLYWOOD, CALIFORNIA 90028
(Address of Principal Executive Offices) (Zip code)
(213) 957-5500
Registrant's telephone number, including area code
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Item 2. Acquisition of Assets.
VDI Media (the "Company") entered into a Stock Purchase Agreement (the
"Agreement"), dated as of July 29, 1997, with Bernard J. Carr and Helen G.
Carr as trustees under the Carr Family Trust dated December 14, 1972 (the
"Trust"), Carr Multimedia Co., LP, a California limited partnership (the
"Partnership", and together with the trust, "Seller") and Bernard J. Carr, as
guarantor (the "Guarantor"). Pursuant to the Agreement, on July 30, 1997, the
Company purchased all of the outstanding shares of Multi-Media Services, Inc.
("Multi-Media"), which will henceforth operate as a subsidiary of the
Company. Multi-Media's primary business is the delivery of television
commercials, programming, and corporate advertising and publicity campaigns
for television stations, cable systems and other paid television providers,
which business the Company intends to continue.
The purchase price for the acquisition of Multi-Media was $7,000,000
minus $1,679,237 (the amount by which Multi-Media's management represented
its liabilities, including long-term liabilities, exceeded its current assets
as of June 30, 1997), plus a post-closing adjustment based upon Multi-Media's
closing financial statements. In addition, the Company may be
required pay, as an earn-out, up to $100,000 (an "Earn-Out Installment
Payment"), with respect to each quarter in the period commencing January 1,
1998 to December 31, 2004 in which Multi-Media achieves certain financial
goals, subject to certain adjustments and limitations described in the
Agreement. In no event will the Company be required to pay in excess of
$2,000,000 in earn-out payments, exclusive of interest. Each Earn-Out
Installment Payment made with respect to quarters ending between March 31,
1998 and December 31, 2002 will be accompanied by an additional interest
payment at 6% per annum, compounded monthly from the closing date. The
purchase price for the Multi-Media acquisition was funded from the Company's
cash on hand.
The description of the Agreement contained herein, which does not purport
to be complete, is qualified in its entirety by reference to the Agreement,
which is attached as an exhibit hereto.
Item 7. Financial Statements, PRO FORMA Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
Financial statements relating to this purchase are not currently
available. To the extent required, the Company intends to file such
financial statements by an amendment to this Current Report on
Form 8-K within 60 days of the date of the filing of this Report.
(b) PRO FORMA Financial Information.
PRO FORMA financial information relating to this purchase is not
currently available. To the extent required, the Company intends to
file such PRO FORMA financial information by an amendment to this
Current Report on Form 8-K within 60 days of the date of the filing
of this Report.
(c) Exhibits
2
10.16 Stock Purchase Agreement, dated as of July 29, 1997,
by and among VDI Media, Bernard J. Carr and Helen G.
Carr as trustees under the Carr Family Trust dated
December 14, 1972, Carr MultiMedia Co., LP and
Bernard J. Carr, as guarantor.
99.1 Press release of the Company, dated July 31, 1997.
3
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.
VDI MEDIA
Date: August 14, 1997 /s/ Donald R. Stine
------------------------------------
Donald R. Stine
Chief Financial Officer and Treasurer
INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
10.16 The Stock Purchase Agreement, dated as of July 29,
1997, by and among VDI Media, Bernard J. Carr and
Helen G. Carr as trustees under the Carr Family
Trust dated December 14, 1972, Carr MultiMedia Co.,
LP and Bernard J. Carr, as guarantor.
99.1 Press release of the Company, dated July 31, 1997.