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:) January 13, 1997
Commission File Number 0-28840
INFORMATION MANAGEMENT RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-2911475
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
26750 U.S. HIGHWAY 19 NORTH
SUITE 500
CLEARWATER, FLORIDA 34621
(Address of Principal Executive Office and Zip Code)
(813) 797-7080
(Registrant's Telephone Number, Including Area Code)
1
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
-------------------------------------
Pursuant to an Agreement signed January 13, 1997 (effective January 8, 1997),
the Company has agreed to acquire 100% of the outstanding shares of Link Group
Holdings Limited ("Link"), a U.K. software services provider, from its two
owners, Philip and Sheila Shiperlee (collectively referred to as "Sellers").
Philip Shiperlee serves as a Director of Information Management Resources, Inc.
("IMR"). The purchase price to be paid at closing consists of (a)
(Pounds)1,250,000 (approximately $2.1 million) in cash (b) (Pounds)1,000,000
(approximately $1.7 million) non-interest bearing note payable due twelve months
from the date of closing and (c) unregistered shares of IMR's common stock with
a value of (Pounds)1,000,000 (approximately $1.7 million) on the date of
closing. The Company anticipates the closing will be held by February 7, 1997.
The purchase price was determined through negotiations between the Company and
the Sellers. Cash at closing will be paid out of the Company's working capital.
The Link acquisition will be accounted for as a purchase pursuant to APB No. 16,
"Business Combinations" and resulting goodwill will be amortized over a 7-year
period. A more detailed description of the transaction is contained in the
Agreement filed as Exhibit 2.1 and hereby incorporated by reference.
In addition, the Company has entered into an agreement with Satish K. Sanan and
his spouse to acquire 10.5% of Information Management Resources (UK) Ltd. ("IMR-
UK") for $520,000 in cash. Mr. Sanan is IMR's largest shareholder, Director,
Chief Executive Officer and President. The purchase price was determined
through negotiations between the Company and Mr. and Mrs. Sanan. The Company
anticipates the closing will be held by February 7, 1997. Cash at closing will
be paid out of the Company's working capital. The acquisition from IMR's
largest shareholder will be accounted for as a reduction of equity. A more
detailed description of the transaction is contained in the Share Purchase
Agreement filed as Exhibit 2.2 and hereby incorporated by reference.
Prior to the above acquisitions, the Company owned 39.5% of "IMR-UK" and "Link"
owned 50.0% of "IMR-UK". After the above acquisitions, the Company will
effectively own 100% of both "Link" and "IMR-UK".
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
-------------------------------------
(a) Financial Statements of Businesses Acquired. Not required pursuant
to Rule 3.05(b) of Regulation S-X.
(b) Pro Forma Financial Information. Not required pursuant to
Rule 3.05(b) of Regulation S-X.
(c) Exhibits:
---------
Number Description
------ -----------
2.1 Agreement - Acquisition of Link Group Holdings Limited
dated January 13, 1997 for the acquisition of "Link"
between Information Management Resources, Inc. (Buyer) and
Philip and Sheila Shiperlee (Sellers).
2.2 Share Purchase Agreement dated January 13, 1997 for the
acquisition of 10.5% of "IMR-UK" between Information
Management Resources, Inc. (Buyer) and Satish and Anne
Sanan (Sellers).
3
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 thereunto duly authorized.
INFORMATION MANAGEMENT RESOURCES, INC.
Date: January 27, 1997 /s/ Satish K. Sanan
-------------------- ------------------------------
Satish K. Sanan
Chief Executive Officer
Date: January 27, 1997 /s/ Michael J. Dean
--------------------- ------------------------------
Michael J. Dean
Chief Financial Officer