SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 28, 1996
PROGRAMMER'S PARADISE, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-92810 13-3136104
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
1163 Shrewsbury Avenue, Shrewsbury, New Jersey 07702
(Address of principal executive offices)
(908) 389-8950
(Registrant's telephone number,
including area code)
(Former name or former address, if changed since last report)
Exhibit Index on Sequentially Numbered Page 5
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Item 2. Acquisition or Disposition of Assets
As of June 28, 1996, pursuant to an Agreement of
Purchase and Sale of Assets (the "Purchase Agreement"), dated as
of May 16, 1996, between the Registrant, The Software Developer's
Company, Inc. ("SDC") and Software Developer's Company GmbH
("SDEV Germany", and together with SDC, the "Selling Parties"),
the Registrant acquired from SDC substantially all of the assets
and business related to The Programmer's SuperShop catalog
business, inbound and outbound telemarketing, reseller
operations, web site, and, subject to the satisfaction of certain
conditions, either all of the capital stock, or all of the
operations of SDEV Germany, its German subsidiary (collectively,
the "Business"). SDC had been the Registrant's largest direct
mail competitor, offering a similar array of technical software.
At the closing, the Registrant paid to SDC an amount
equal to $10,022,089, reflecting a $22,089 adjustment of the
purchase price in respect of the estimated balance sheet of the
Business, and deposited $1,000,000 with an escrow agent to held
as follows: (i) $600,000 to be held for a period of one-year to
secure the Selling Parties' indemnification and other obligations
under the Purchase Agreement, and (ii) $400,000 to be held until
July 22, 1996 (the "Stock Transfer Escrow") pending the closing
of the acquisition of all of the capital stock or assets of SDEV
Germany and the satisfaction of certain conditions in connection
therewith (the "Stock Transfer"). The purchase price is subject
to further adjustment by the amount by which the tangible net
assets of the Business as of June 21, 1996, the business date
preceding the date on which the Registrant took over management
control of the Business, shall be greater or less than $1,500,000,
as set forth on the closing balance sheet of the Business to be
delivered after the closing date.
Additionally, at the closing, the Selling Parties made
the following payments to the Registrant: (i) $200,000 to On-Line
2000 GmbH, an indirect subsidiary of the Registrant, for certain
management services through June 28, 1996; (ii) $200,000 to the
Registrant for certain management services through June 28, 1996;
and (iii) $300,000 to the Registrant, on a non-accountable basis,
in respect of certain moving, bonus, out-placement, employee,
facilities and other fees and expenses.
At the closing, the Registrant and the Selling Parties
entered into that certain Letter Agreement dated as of June 28,
1996 between the Registrant and the Selling Parties relating to
the Stock Transfer. In the event that the conditions set forth
in such Letter Agreement are satisfied (which include, without
limitation, the delivery to the Registrant of certain accounting
opinions relating to the value of certain tax attributes of SDEV
Germany) and the Registrant or its designated subsidiary
purchases all of the capital stock of SDEV Germany on or before
July 22, 1996, the entire Stock Transfer Escrow shall be released
to SDC. If for any reason the Stock Transfer is not completed
prior to the close of business on July 22, 1996, the Registrant
will be deemed to have purchased all of the assets of SDEV
Germany as of the closing date of the Purchase Agreement,
$135,000 of the Stock Transfer Escrow shall be released to SDC
and the remainder thereof shall be released to the Registrant.
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The Registrant paid the Purchase Price utilizing its
cash on hand.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired - It is
impracticable to provide the required financial statements
relating to the acquired business at this time. Such financial
statements are to be filed by amendment to this Report as soon as
practicable, but no later than sixty (60) days after this Report
is required to be filed.
(b) Pro forma Financial Information - It is
impracticable to provide the required pro forma financial
information relating to the acquired business at this time. Such
pro forma financial information is to be filed by amendment to
this Report as soon as practicable, but no later than sixty (60)
days after this Report is required to be filed.
(c) Exhibits: 1. Agreement of Purchase and Sale of
Assets, dated as of May 16, 1996,
between the Registrant and the
Selling Parties, and the exhibits
thereto.
2. Bill of Sale, dated as of June 28,
1996, executed by the Selling Parties.
3. Facilities and Employee Use Agreement,
dated as of June 28, 1996, between the
Registrant and SDC.
4. Closing Statement, dated as of June 28,
1996, between the Registrant and the
Selling Parties.
5. Letter Agreement regarding the Acquisition
of Stock of SDEV Germany, dated as of
June 28, 1996, between the Registrant
and the Selling Parties.
6. Stock Acquisition Escrow Agreement, dated
as of June 28, 1996, between the Registrant,
the Selling Parties and Golenbock, Eiseman,
Assor & Bell, as escrow agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant as duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
PROGRAMMER'S PARADISE, INC.
(Registrant)
By: /s/ Roger Paradis
Roger Paradis, President
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Dated: July 12, 1996
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
1. Agreement of Purchase and Sale of Assets, dated as of
May 16, 1996, between the Registrant and the Selling
Parties, and the exhibits thereto. 6
2. Bill of Sale, dated as of June 28, 1996, executed by the
Selling Parties. 108
3. Facilities and Employee Use Agreement, dated as of
June 28, 1996, between the Registrant and SDC. 110
4. Closing Statement, dated as of June 28, 1996, between
the Registrant and the Selling Parties. 114
5. Letter Agreement regarding the Acquisition of Stock of
SDEV Germany, dated as of June 28, 1996, between the
Registrant and the Selling Parties. 118
6. Stock Acquisition Escrow Agreement, dated as of
June 28, 1996, between the Registrant, the Selling Parties
and Golenbock, Eiseman, Assor & Bell, as escrow agent. 124
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