SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
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 (I.R.S. Employer
jurisdiction of Number) 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
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.
As of the close of business on July 22, 1996, the
conditions to the Stock Transfer were not satisfied and in
accordance with the terms of that certain Letter Agreement dated as
of June 28, 1996 between the Registrant and the Selling Parties
relating to the Stock Transfer, the Registrant was 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
was released to SDC, and $265,000 of the Stock Transfer Escrow was
released to the Registrant.
The Registrant paid the Purchase Price utilizing its
cash on hand.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired - The
following financial statements of Software Developer's Company,
Inc. are filed pursuant to this report:
Balance Sheets for the years ended March 31, 1996 and
1995, Statements of Income and Stockholders Equity and Statements
of Cash Flows for the years ended March 31, 1996, 1995 and 1994.
(b) Pro forma Financial Information - The following
pro forma financial information is filed pursuant to this report:
Unaudited Pro Forma Combined Income Statements and
for the twelve months ended December 31, 1995 and the six months
months ended June 30, 1996.
(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. *
7. Consent of Independent Accountants.
* Incorporated by reference from the Registrant's Current Report on
Form 8-K filed on July 15,1996.
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
Dated: September 13, 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. *
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. *
7. Consent of Independent Auditors 27
* Incorporated by reference from the Registrant's Current Report
on Form 8-K filed on July 15, 1996.