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) March 13, 1995
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Allerion Inc.
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(Exact name of registrant as specified in its charter)
New Jersey
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(State or Other Jurisdiction of Incorporation)
1-8197 22-2243658
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(Commission File Number) (I.R.S. Employer Identification No.)
10 Old Bloomfield Avenue, Pine Brook, New Jersey 07058
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(Address of principal executive offices) (Zip Code)
(201) 887-1000
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(Registrant's Telephone Number, Including Area Code)
717 Ridgedale Avenue, East Hanover, New Jersey 07936
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(Former Name or Former Address, if Changed Since Last Report.)
Item 2
In its Form 8-K dated February 17, 1995 Allerion Inc. (the "Company")
reported that an order had been entered into by the United States Bankruptcy
Court for the District of New Jersey on February 17, 1995, as amended on
February 21, 1995 (the "Order") with regard to the setting of bidding
procedures and the submission of bids for the sale of all of the Company's then
remaining operating assets as contained in the Company's Network Services
Division (the "Division"). The proceedings are recorded under case number
94-28396. Pursuant to the terms of the Order, two bids were received by the
Company by the March 8, 1995 deadline. In addition, two objections to the sale
proceedings were filed. A hearing was held before the Bankruptcy Court on March
10, 1995. At that time an auction was held among the qualified bidders,
including one party who had not submitted a bid by March 8, 1995 but had filed
one of the aforementioned objections. The successful bidder at the action
subsequently approved by the Bankruptcy Court was CompuCom Systems, Inc.
("CompuCom"). CompuCom's successful bid was for $1,000,000 in cash plus the
payment of $6,772.80 to cure defaults on two assumed contracts plus the
assumption of liabilities associated with the assumption of $54,642 in deferred
revenue. The closing of the transaction occurred on March 13, 1995. Effective
with the close of business on that day, the Company terminated all of its
remaining employees. After deductions for appropriate expenses, the balance of
the purchase price paid by CompuCom for the Division is to be shared
according to an agreement between three of the Company's secured creditors, IBM
Credit Corp., The Chase Manhattan Bank N.A. and Hewlett-Packard. The foregoing
description of the sale of the Division is subject to the terms of the Asset
Purchase Agreement which is included as an Exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits
(b) The proforma financial information required by this item 7(b)(i) is
included as an exhibut to this Form 8-K.
(c) Exhibits
Exhibit Number Description
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Exhibit 10 Asset Purchase Agreement dated March 10, 1995 by and
between Allerion, Inc. and CompuCom Systems, Inc.
Exhibit 99.1 Order of the United States Bankruptcy Court for the
District of New Jersey dated March 10, 1995 in Case No.
94-28396, approving the sale to CompuCom Systems, Inc.
Exhibit 99.2 Pro forma financial information
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALLERION INC.
By:
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Dated: March 28, 1995
EXHIBIT INDEX
Exhibit Number Description Page
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Exhibit 10 Asset Purchase Agreement dated March 10, 1995 by
and between Allerion, Inc. and CompuCom Systems,
Inc.
Exhibit 99.1 Order of the United States Bankruptcy Court for
the District of New Jersey dated March 10, 1995
in Case No. 94-28396, approving the sale to
CompuCom Systems, Inc.
Exhibit 99.2 Pro forma financial information