SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 7, 1999
Zomax Optical Media, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-28426 41-1833089
(Commission File Number) (I.R.S. Employer Identification Number)
5353 Nathan Lane
Plymouth, Minnesota 55442
(Address of Principal Executive Offices) (Zip Code)
612-553-9300
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
The Registrant hereby amends Items 2 and 7 of its Current Report on Form 8-K
dated January 7, 1999 as set forth below:
Item 2. Acquisition or Disposition of Assets.
On January 7, 1999, the Registrant or its subsidiaries simultaneously
closed on three acquisitions (the "Transactions") from Kao Corporation, a
Japanese company, and two of its subsidiaries. In the United States, the
Registrant acquired certain assets and assumed certain contractual rights and
obligations of Kao Infosystems Company pursuant to an Asset Purchase and Sale
Agreement dated November 28, 1998, between the Registrant and Kao Infosystems
Company. In Canada, the Registrant's wholly owned subsidiary, Zomax Canada
Company, acquired certain assets and assumed certain contractual rights and
obligations of Kao Infosystems Canada, Inc., pursuant to an Asset Purchase and
Sale Agreement dated November 28, 1998, between Zomax Canada Company and Kao
Infosystems Canada, Inc. In Ireland, the Registrant's wholly owned Irish
subsidiary, Primary Marking Group Limited, acquired all of the outstanding stock
of Kao Infosystems (Ireland) Limited, pursuant to a Share Purchase and Sale
Agreement dated November 28, 1998, between Primary Marking Group Limited and Kao
Corporation.
The assets acquired consist primarily of real property and leasehold
interests in manufacturing facilities, machinery and equipment used in the
manufacture of compact discs, office equipment and inventory. The assets and
businesses acquired by the Registrant were used in the manufacture and sale of
CDs and related businesses, and the Registrant intends to continue to use the
assets and businesses in a similar manner. The amount paid in the Transactions
was negotiated after an extensive audit of the acquired entities and assets by
the Registrant's auditors. The aggregate consideration for the Transactions was
$37,500,000, subject to certain post closing adjustments. The Registrant and its
subsidiaries used $22,500,000 of their own funds and $12,500,000 obtained from
General Electric Capital Corporation and $2,500,000 obtained from General
Electric Capital Canada Inc. to fund the Transactions.
The Registrant believes that the foregoing Transactions are in line
with its strategy of expanding operations through acquisitions and broadening
its base of customers and facilities. The success of this strategy will depend
on management's ability to integrate the products and services, manufacturing
operations and personnel of Kao Infosystems Company, Kao Infosystems (Ireland)
Limited and Kao Infosystems Canada, Inc. into the Registrant's current
operation. These acquired companies have been operating as separate independent
entities, and there can be no assurance that management will be able to
effectively integrate and manage the combined entities and implement the
Registrant's operating or growth strategies. Further, there can be no assurance
that the Registrant will be able to retain the personnel currently employed by
each entity following the acquisitions or that current sales personnel will be
able to effectively sell the other firm's products. Failure to properly
integrate these businesses on a timely basis or to implement the Registrant's
operating and growth strategy could have a material adverse impact on the
Registrant's profitability and future operating results.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of the businesses acquired:
It would be impracticable for the Registrant to provide the
financial statements of Kao Infosystems Company, Kao
Infosystems Canada, Inc. and Kao Infosystems (Ireland) Limited
for the periods specified in Rule 3-05(b) of Regulation S-X at
the time of filing of this Form 8-K. The Registrant will file
the required financial statements as soon as practicable, but
not later than sixty days after the date on which this Form
8-K must be filed.
(b) Pro forma financial information:
It would be impracticable for the Registrant to provide the
pro forma financial information required by Article 11 of
Regulation S-X at the time of filing of this Form 8-K. The
Registrant will file the required pro forma financial
information as soon as practicable, but not later than sixty
days after the date on which this Form 8-K must be filed.
(c) Exhibits:
2.1 Asset Purchase and Sale Agreement dated November 28, 1998 by
and among Zomax Optical Media, Inc. and Kao Infosystems
Company. Upon the request of the Commission, the Registrant
agrees to furnish a copy of the exhibits and schedules to the
Asset Purchase and Sale Agreement, subject to requests for
confidential treatment of certain information contained in
such exhibits and schedules.
2.2 Asset Purchase and Sale Agreement dated November 28, 1998 by
and among Zomax Canada Company and Kao Infosystems Canada,
Inc. Upon the request of the Commission, the Registrant agrees
to furnish a copy of the exhibits and schedules to the Asset
Purchase and Sale Agreement, subject to requests for
confidential treatment of certain information contained in
such exhibits and schedules.
2.3 Share Purchase and Sale Agreement dated November 28, 1998
between Primary Marketing Group Limited and Kao Corporation.
2.4 Credit Agreement dated as of January 6, 1999 among the
Registrant, Certain Lenders and General Electric Capital
Corporation.
2.5 Credit Agreement dated as of January 6, 1999 among Zomax
Canada Company, Certain Lenders and General Electric Capital
Canada Inc.
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.
Dated: January 26, 1999 ZOMAX OPTICAL MEDIA, INC.
By /s/ James E. Flaherty
James E. Flaherty, Chief Financial Officer
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT INDEX TO FORM 8-K
Date of Report: Commission File No.:
January 7, 1999 0-28426
ZOMAX OPTICAL MEDIA, INC.
EXHIBIT NO. ITEM
2.1* Asset Purchase and Sale Agreement dated November 28, 1998 by
and among Zomax Optical Media, Inc. and Kao Infosystems
Company. Upon the request of the Commission, the Registrant
agrees to furnish a copy of the exhibits and schedules to the
Asset Purchase and Sale Agreement, subject to requests for
confidential treatment of certain information contained in
such exhibits and schedules.
2.2* Asset Purchase and Sale Agreement dated November 28, 1998 by
and among Zomax Canada Company and Kao Infosystems Canada,
Inc. Upon the request of the Commission, the Registrant agrees
to furnish a copy of the exhibits and schedules to the Asset
Purchase and Sale Agreement, subject to requests for
confidential treatment of certain information contained in
such exhibits and schedules.
2.3 Share Purchase and Sale Agreement dated November 28, 1998
between Primary Marketing Group Limited and Kao Corporation.
2.4 Credit Agreement dated as of January 6, 1999 among the
Registrant, Certain Lenders and General Electric Capital
Corporation.
2.5 Credit Agreement dated as of January 6, 1999 among Zomax
Canada Company, Certain Lenders and General Electric Capital
Canada Inc.
* Previously filed.