SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): September 1, 1998
ADDVANTAGE MEDIA GROUP, INC.
(Exact name of Registrant as specified in its charter)
Oklahoma 1-10799 73-1351610
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.
incorporation)
5100 East Skelly Drive
Meridian Tower, Suite 1080
Tulsa, Oklahoma 74135
(Address of principal executive offices) (Zip Code)
(918) 665-8414
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 1, 1998, the Registrant acquired a 28% interest in Ventures
Education Systems Corporation ("Ventures"), a private company engaged in the
commercial development and marketing of proprietary teaching techniques,
services, products and materials, principally to public primary and secondary
schools. ADDvantage Media paid $990,000 cash for the interest, which consists
of 550,000 newly-issued shares of common stock. Under the terms of the
investment, ADDvantage Media will be able to designate one member of the
Ventures Board of Directors. It also may provide certain marketing and financial
planning services to Ventures. The price was determined through arm's-length
negotiations and was paid out of the Registrant's available cash.
Ventures is start-up company formed in May of 1997 and is headquartered in
New York City. Its innovative teaching methods, based upon cognitive science
precepts, focus on student-centered learning and are designed to improve student
motivation. Its products and services were developed from the methods and
techniques developed by its not-for-profit affiliate, Ventures In Education,
Inc., over a period of approximately 17 years. Its methods and techniques
strive for improved literacy, logical and quantitative reasoning and problem-
solving skills. Its principal customer base is comprised of those public
schools which are eligible for Federal "Title I" funds.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS. The following exhibits are filed herewith
2.1 Stock Purchase Agreement dated as of August 31, 1998 by and
between ADDvantage Media Group, Inc. and Ventures Education Systems
Corporation
4.1 Voting Agreement dated as of August 31, 1998 by and among
ADDvantage Media Group, Inc.; Maxine E. Bleich; Richard P. Kamenitzer and
Marc J. Sokol
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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.
ADDVANTAGE MEDIA GROUP, INC.
SIGNATURE TITLE DATE
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/s/ Charles H. Hood President September 11, 1998
- -------------------------- (Principal Executive Officer)
Charles H. Hood
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EXHIBIT INDEX
Exhibit Number Description
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2.1....................................... Stock Purchase Agreement
4.1....................................... Voting Agreement