CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) May 22, 1997
Unidigital Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27664 13-3856672
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
20 West 20th Street, New York, New York 10011
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(Address of Principal Executive Offices) (zip code)
(212) 337-0330
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(Registrant's telephone number, including
area code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On May 22, 1997, Unidigital Inc. (the "Company"), through its wholly-owned
subsidiary, Elements (UK) Limited ("Elements"), consummated the acquisition of
Libra City Corporate Printing Limited, a London-based financial printer (the
"Seller"). The Seller provides printing services to the London financial
community. The Company intends to continue such line of business. The Company,
through Elements, acquired all of the issued and outstanding capital stock of
the Seller and its subsidiaries. The purchase price included cash payments of
(pound)1,823,750 (approximately $2,972,700) and a potential earn-out payment of
up to (pound)500,000 (approximately $815,000) payable by March 31, 1998. In
determining the purchase price, the Company considered, among other factors, (i)
the composition of the Seller's assets, in particular, its cash position and the
strength of the Seller's balance sheet; (ii) the business, operations and
prospects of the Seller; (iii) the financial statements and other relevant
financial and operating data of the Seller; (iv) the historical and projected
financial information prepared by the management of the Seller; and (v) the past
and projected revenues generated from the customers of the Seller.
The Company funded the purchase price from the proceeds of five-year loans
in the aggregate principal amount of $2,600,000 and a line of credit of up to
$400,000 from Lloyds of London. The lenders under the $2,600,000 loans have a
put option after one year. In connection with such loans, the Company granted
five-year warrants to the lenders to purchase up to an aggregate amount of
260,000 shares of the Company's Common Stock at an exercise price of $4.00 per
share. In addition, the Company granted "piggyback" registration rights, subject
to certain limitations, to such lenders. Included among the lenders, were David
Wachsman and Harvey Silverman, directors of the Company. Such directors loaned
an aggregate of $300,000 to the Company and received warrants to purchase an
aggregate of 30,000 shares of the Company's Common Stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Information of Business Acquired.
To be filed by amendment. The Company believes that it is impracticable to
provide such financial information as of the date hereof. Such information shall
be filed with the Commission no later than August 5, 1997.
(b) Pro Forma Financial Information (unaudited).
To be filed by amendment. The Company believes that it is impracticable to
provide such financial information as of the date hereof. Such information shall
be filed with the Commission no later than August 5, 1997.
(c) Exhibits.
Exhibit No. Description of Exhibit
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4.1 Form of Promissory Note dated May 21,
1997, together with Schedule of
Holders.
4.2 Form of Warrant dated May 21, 1997,
together with Schedule of Holders.
4.3 Form of Registration Rights Agreement
dated May 21, 1997, together with
Schedule of Holders.
10.1 Share Purchase Agreement by Way of Deed
dated May 22, 1997 by and among
Unidigital Inc., Elements (UK) Limited,
Libra City Corporate Printing Limited,
Francis Allen, Robin Bishop, Kenneth
Dellow, Edward Tylee, Invesco English and
International Trust, and Baronsmead
Investment Trust.
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SIGNATURES
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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.
Unidigital Inc.
By: /s/ William E. Dye
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William E. Dye, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Michael Brown
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Michael Brown, Vice President
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: June 6, 1997