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): SEPTEMBER 12,1997 DUNN COMPUTER CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-22263 54-1424654 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 1306 Squire Court, Sterling, Virginia 20166 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (703) 450-0400 - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 2. ACQUISITION OF ASSETS On September 12, 1997, STMS Acquisition Corp., a wholly-owned subsidiary of Dunn Computer Corporation ("Registrant"), acquired substantially all of the assets and liabilities of STMS, Inc., a company that provides network services to both government and commercial users. The purchase price was One Hundred and Fifty Thousand (150,000) shares of Registrant's common stock. STMS, Inc.'s facilities are located in Sterling, Virginia. In connection with the acquisition, Registrant settled a note payable and certain accounts payable to a former stockholder of STMS, Inc. and acquired such stockholder's 47% ownership interest in Glacier Corporation, a software distribution company that is an affiliated company of STMS, Inc. ITEM 7. FINANCIAL STATEMENTS Financial Statements depicting the results of the acquisition through August 31, 1997 are being finalized and audited at the time of this filing. Unaudited financial results for the period ended August 31, 1997 will be filed within 60 days or no later than November 11, 1997. 2 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. DUNN COMPUTER CORP. (Registrant) By:/s/ John Vazzana -------------------------------- John Vazzana, Executive Vice President and Chief Financial Officer Dated: September 29, 1997 3