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): October 23, 1996
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BOSTON COMMUNICATIONS GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
0-28432 043026859
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(Commission File Number) (IRS Employer Identification No.)
100 Sylvan Road, Woburn, Massachusetts 01801
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(Address of principal executive offices) (Zip Code)
(617) 692-7000
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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 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On October 23, 1996, Boston Communications Group, Inc. (the "Company")
acquired 62.5% of the outstanding capital stock of Wireless Americas Corp.
("WAC"), a Delaware corporation, from Robert Sproul, the President of WAC, for
an aggregate purchase price of $916,500 (the "Stock Purchase"). The purchase
price was the agreed upon fair market value of the stock and was paid by the
Company in cash. The Company previously owned 17.5% of the capital stock of
WAC. The Company now owns 80% of the capital stock of WAC and has an option
to purchase the remaining 20% of such capital stock from Mr. Sproul at its
fair market value, as determined by the parties or by appraisal if the parties
cannot agree, in either case, subject to certain minimum values if the
revenues of WAC exceed certain amounts. The option is exercisable (i) during
the period from November 1, 1998 until February 28, 2002 or (ii) upon the
earlier termination of Mr. Sproul's employment with WAC, either voluntarily by
Mr. Sproul or by WAC for cause.
In addition, Mr. Sproul has the option to require the Company to purchase
his 20% of the capital stock of WAC for the same price as provided for in the
Company's option. Mr. Sproul's option is exercisable (i) during the period from
November 1, 1998 until February 28, 2002, (ii) upon the termination of Mr.
Sproul's employment with WAC, either voluntarily by Mr. Sproul or by WAC for any
reason or (iii) if WAC is sold or merged.
WAC has a contract with a cellular carrier in Mexico to provide prepaid
service for its wireless service regions in Mexico. The Company has a
Distribution Agreement with WAC, pursuant to which WAC is a non-exclusive
distributor of the Company's products in Latin America. The term of the
Distribution Agreement, which was originally entered into on January 31, 1996,
extends through January 31, 2001.
Of the total purchase price, $508,603 was used by Mr. Sproul to pay off
the debt to certain officers of the Company who held notes in the principal
amount of $500,000, bearing interest at the rate of 6.5% per annum, compounded
annually. These notes were secured by pledges of the stock that was purchased
by the Company, which pledges were discharged at the closing of the Stock
Purchase.
As an 80% owned subsidiary of the Company, WAC will conduct the Company's
operations in Latin America.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Businesses Acquired.
The business of WAC is not of a significance which requires
filing of financial statements.
(b) Pro Forma Financial Information.
The business of WAC is not of a significance which requires
filing of pro forma financial information.
(c) Exhibits
See Exhibit Index attached hereto.
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.
Date: November 7, 1996 BOSTON COMMUNICATIONS GROUP, INC.
(Registrant)
/s/ Fritz von Mering
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By: Fritz von Mering,
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Amended and Restated Option Agreement