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) November 21, 1997
VIEW TECH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-25940 77-0312442
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
3760 Calle Tecate, Suite A, Camarillo California 93012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 482-8277
Not Applicable
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 21, 1997, View Tech, Inc., a Delaware corporation ("View Tech"),
through its wholly-owned subsidiary, Vermont Network Services Corporation, a
Delaware Corporation ("Network Services"), acquired the net assets of Vermont
Telecommunications Network Services, Inc., a Vermont corporation ("VTNSI"),
pursuant to an Asset Purchase Agreement, dated as of November 21, 1997 (the
"Purchase Agreement"), by and among Network Services, VTNSI and Zoltan B. Keve,
the President and Chief Executive Officer of VTNSI and its principal
shareholder. Pursuant to the terms of the Purchase Agreement, Network Services
has acquired ownership of the assets and has assumed certain liabilities of
VTNSI, effective November 1, 1997. The aggregate purchase price for the net
assets of VTNSI consists of (i) $2,000,000 cash paid at the closing by View
Tech, (ii) a promissory note in the original amount of $250,000, bearing
interest at the rate of 8% per annum and payable in full on November 21, 1998,
(iii) a contingent note in the original amount of $250,000, bearing interest at
the rate of 8% per annum and payable in full on November 21, 1999, and (iv)
$400,000 paid by the issuance of 62,112 shares of View Tech common stock. The
contingent note in the amount of $250,000 is due only if Network Services' EBIT,
as defined, is equal to or greater than $700,000 for the year ending December
31, 1998. In addition, View Tech is required to pay additional purchase price
equal to 40% of Network Services' EBIT, as defined, in excess of $900,000 per
calendar year commencing January 1, 1998 and ending December 31, 2000. The
purchase price was determined based on the earnings history of VTNSI. The cash
portion of the purchase price of $2,000,000 was paid utilizing the Company's
bank line of credit with Imperial Bank of Inglewood, California.
VTNSI, based in Boston, Massachusetts, was an authorized agent selling Bell
Atlantic services in Vermont, New Hampshire, upstate New York and western
Massachusetts. Network services will continue to operate the former business of
VTNSI.
Network Services currently has four offices and 28 employees, including a
dedicated sales force of 14.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
As of the date of this Current Report, it is impracticable for View Tech to file
the financial statements pursuant to Item 7. View Tech hereby undertakes to file
such financial statements by filing an amendment to this Report as soon as
practicable but in no event later than 60 days after the date of this Report.
(c) Exhibits
2.1 Asset Purchase Agreement, dated as of November 13, 1997, as amended by
Amendment No. 1 to Asset Purchase Agreement, dated as of November 21, 1997, by
and among Vermont Network Services Corporation, Vermont Telecommunications
Network Services, Inc. and Zoltan B. Keve.
2.2 Amendment No. 1 to Asset Purchase Agreement, dated as of November 21,
1997, by and among Vermont Network Services Corporation, Vermont
Telecommunications Network Services, Inc. and Zoltan B. Keve.
10.1 Promissory Note, dated November 21, 1997, of Vermont Network Services
Corporation, payable to Vermont Telecommunications Network Services, Inc. in the
amount of $250,000.
10.2 Contingent Note, dated November 21, 1997, of Vermont Network Services
Corporation, payable to Vermont Telecommunications Network Services, Inc. in the
amount of $250,000.
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.
VIEW TECH, INC.
December 5, 1997 /s/ William M. McKay
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Date William M. McKay
Chief Financial Officer
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
2.1 Asset Purchase Agreement, dated as of 5
November 13, 1997, as amended by
Amendment No. 1 to Asset Purchase
Agreement, dated as of November 21, 1997,
by and among Vermont Network Services
Corporation, Vermont Telecommunications
Network Services, Inc. and Zoltan B. Keve.
2.2 Amendment No. 1 to Asset Purchase Agreement, 59
dated as of November 21, 1997, by and among
Vermont Network Services Corporation,
Vermont Telecommunications Network Services,
Inc. and Zoltan B. Keve.
10.1 Promissory Note, dated November 21, 1997, of 62
Vermont Network Services Corporation, payable
to Vermont Telecommunications Network Services,
Inc. in the amount of $250,000.
10.2 Contingent Note, dated November 21, 1997, of 65
Vermont Network Services Corporation, payable to
Vermont Telecommunications Network Services, Inc.
in the amount of $250,000.