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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 (Date of earliest event reported): December 31, 1998
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FIRSTAMERICA AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 297254-NY 88-0206732
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
601 BRANNAN STREET
SAN FRANCISCO, CALIFORNIA 94107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 284-0444
Not applicable.
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On December 31, 1998, FirstAmerica Automotive, Inc. (the "Company")
completed its acquisition of (the "Acquisition") DSW & Associates, Inc., dba
AutoTown ("AutoTown").
Under the terms of the Acquisition, each share of AutoTown will be
exchanged for approximately 0.017 shares of the Company's Class A Common Stock
in a stock-for-stock exchange. Based on the fair market value of the
Company's Class A Common Stock on December 31, 1998, as determined by the
Company's Board of Directors, or $2.32 per share, the consideration given to the
AutoTown securityholders will have an aggregate value of approximately $780,000.
In addition, the Company has assumed AutoTown liabilities in excess of assets
totaling approximately $2,100,000, for a total acquisition cost to the Company
of approximately $2,880,000, plus transaction expenses. The Acquisition will be
accounted for as a purchase and the purchase price will be primarily allocated
to in-process research and development, goodwill and other intangible assets.
AutoTown develops certain software applications for automobile
dealerships. These software products have four primary dealership applications:
internet website administration, customer tracking, inventory tracking and an
easy-to-use finance and insurance module that is fully integrated with
accounting. These software applications are designed to enhance dealership
sales, efficiencies and profitability.
Item 7. Exhibits.
(a) Financial statements of business acquired. To be filed by
amendment.
(b) Pro forma financial information. To be filed by amendment.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated as of
December 8, 1998, among the Company, DSW Acquisition
Corporation, a Delaware corporation and wholly-owned
subsidiary of the Company, and AutoTown.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FIRSTAMERICA AUTOMOTIVE, INC.
Date: January 14, 1999 By: /s/ Debra Smithart
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Debra Smithart
Chief Financial Officer
(Principal Financial and Accounting
Officer)
EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated as of
December 8, 1998, among the Company, DSW Acquisition
Corporation, a Delaware corporation and wholly-owned
subsidiary of the Company, and AutoTown.