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) June 27, 1995
Random Access, Inc.
(Exact name of registrant as specified in its charter)
Colorado 0-13864 84-0971697
(State of Incorporation) (Commission File No.) (E.I.N.)
8000 East Iliff Avenue, Denver, Colorado 80231
(Address of principal executive offices)
Registrant's telephone number, including area code (303) 745-9600
Item 5. Other Events
Merger Agreement with ENTEX
On June 27, 1995, Random Access, Inc. (the "Company"), ENTEX
Information Services, Inc. ("ENTEX") and ENTEX Acquisition,
Corp., a wholly owned subsidiary of ENTEX ("Sub") entered into an
amendment (the "Amendment") to the Agreement and Plan of Merger
dated May 15, 1995 among ENTEX, Sub and the Company (the "Merger
Agreement"). The Merger Agreement provides, among other things,
for the acquisition of the Company by ENTEX through the merger of
Sub with and into the Company with the Company being the
surviving corporation (the "Merger"). The result of the Merger
will be that the Company will become a wholly owned subsidiary of
ENTEX and each issued and outstanding share of the Company's
Common Stock, par value $.0001 per share (the "Common Stock"),
other than shares held by dissenting shareholders, will be
converted into the right to receive a cash payment of $3.25,
without interest.
Under the Amendment, the cash payment per share of Common Stock
was reduced from $3.50 to $3.25 in consideration for a reduction
in the minimum Tangible Net Worth requirement (calculated as
described in the Merger Agreement) to $13,500,000 and a reduction
of the "break up fee" to $1,050,000 or, under certain specified
circumstances, to $750,000. The Amendment also includes the
following: (a) the Company is required to obtain an officers'
and directors' insurance policy of $2.5 million with "tail
coverage" of one year following the effective time of the Merger,
(b) KPMG Peat Marwick LLP, ENTEX's independent public
accountants, will perform the audit of the Company's May 31, 1995
financial statements contemplated by the Merger Agreement and (c)
the Company will use its best efforts to divest itself of the
assets acquired from Documatrix Corporation (the "Documatrix
Assets") and to be relieved of the Documatrix Assets, by August
11, 1995. The Documatrix Assets currently comprise the Company's
document imaging division. The Company has entered into a letter
of intent to sell the Documatrix Assets on terms similar to those
pursuant to which the Company purchased the Documatrix Assets.
The foregoing is qualified in its entirety by reference to the
Merger Amendment which is filed herewith and is incorporated
herein by reference and to the Company's Current Report on Form
8-K dated May 15, 1995, and the exhibits thereto.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits Sequentially
Numbered Page
2.2 Amendment No. 1 to Agreement and Plan of Merger 5
(dated June 27, 1995)
99.2 Press Release dated June 27, 1995 15
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: July 17, 1995 Random Access, Inc.
By: /s/ Bruce A. Milliken
Bruce A. Milliken
Chairman of the Board