UNITED STATES
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) June 27, 2000
SURGE COMPONENTS, INC.
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(Exact name of Registrant as specified in its charter)
New York 0-14188 11-2602030
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(State or Other Jurisdiction of (Commission File Number) IRS Employer Identification
Incorporation) Number)
1016 Grand Boulevard, Deer Park, New York 11729
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(Address of principal executive offices)(Zip Code)
(631) 595-1818
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(Registrant's telephone number, including area code)
Item 5. Other Events
On June l9, 2000, Surge Components, Inc. (the "Registrant") filed a
Current Report on Form 8-K announcing it had entered into a pledge agreement
with Global DataTel, Inc. to secure an existing loan of $6.25 million, in
furtherance of its acquisition of Global's assets which transaction is awaiting
shareholder approval. The Registrant issued a press release on this date
announcing the pledge and effective control of Global's assets. The press
release attached hereto as an exhibit also announced certain management changes
in Global's operations.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
1. Press Release dated June 27, 2000 is being filed pursuant to Rule
425 under the Securities Act of l933, as amended.
2
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 thereunto duly authorized.
SURGE COMPONENTS, INC.
Registrant
Dated: June 27, 2000 By: /s/Ira levy
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Ira Levy, President
Exhibit 1
SUPERUS HOLDINGS PROVIDES UPDATE ON PENDING ACQUISITION OF GLOBAL DATATEL, INC
Acquisition Progresses; Superus Executes Pledge Agreement and Takes Effective
Control of Assets
SAN FRANCISCO - (BUSINESS WIRE) -- JUNE 27, 2000 -- Surge Components, Inc. d/b/a
Superus Holdings (Nasdaq: SPRS, SPRSW; BSE: SRD, SRDW; GDIS) today announced
that it has executed a pledge agreement ("Agreement") and taken effective
control of the assets of Global DataTel, Inc., one of the Companies it intends
to acquire pursuant to the terms set forth in the S-4 Registration Statement
currently on file with the SEC. Under the terms of the Agreement, the Board of
Directors and a sufficient number of shareholders of Global DataTel have
consented to pledge all of the company's assets and certain of its liabilities
to Superus Holdings in furtherance of satisfying a condition precedent to
closing the sale of such assets to Superus.
Superus, per the Agreement, now effectively controls the assets of Global
DataTel, and will retain actual title to those assets upon shareholder and
regulatory approvals associated with the pending S-4 Registration Statement (the
"Approvals"), at which time Superus will also close the acquisition of
MailEncrypt.com, Inc. (also referenced in the pending S-4) which is otherwise
unaffected by this Agreement.
"By taking control of the assets of Global DataTel, Superus has taken a
meaningful step toward executing its strategic plan to create the only
U.S.-based public holding company whose operating companies develop Internet
superstructure for businesses in emerging economies," said Superus Holdings's
Chairman and C.E.O. Adam Epstein. "With the anticipated close of this
acquisition, Global will play an integral role in enabling access to
Internet-related hardware, software, and services to Latin American businesses,
which is a dynamic and compelling marketplace."
In conjunction with the Agreement, Richard Baker, formerly the Chairman and
C.E.O. of Global DataTel, has indicated that he will leave the company in order
to pursue other business interests. Antonio Serrato, currently Chief Operating
Officer of Global DataTel, will assume additional duties as interim C.E.O.
Serrato was previously a Vice President of Latin America with the IBM
Corporation.
About Superus Holdings
Upon receipt of the Approvals, Superus Holdings, Inc. will operate and acquire
companies that develop Internet superstructure for businesses in emerging
economies, with its first area of focus being Latin America. The constituent
operating companies are:
Global DataTel, Inc. is a leader in medium to large Web/system integration
projects in Latin America. A First Tier IBM Business Partner, Global integrates
hardware, software, and highly scaleable Web-based solutions. e-HOLA.com, a
wholly-owned subsidiary of Global DataTel, Inc. provides Internet solutions to
Latin America. eHOLA offers business ISP services, hosting/ASP solutions,
packaged and customized Internet products, as well as training and customer
service. eHOLA is a distribution channel for best-of-breed web technology
solutions tailored to the needs of Latin American companies.
MailEncrypt.com, Inc., is a business-to-business, web-based provider of
encrypted e-mail solutions, poised to capitalize on substantial privacy concerns
associated with the rapid world-wide proliferation of e-mail. The Company will
offer its services to government agencies, financial institutions, health care
organizations, insurance/law/accounting firms, e-commerce companies and large
e-mail providers, among others, in the United States; and will also join forces
with Global DataTel and e-HOLA to provide its services in Latin America and
other emerging Internet economies.
Surge Components, Inc. is a supplier of high quality electronic components. Its
product mix includes a large selection of high-performance discrete
semiconductors, capacitors and discrete components. Its factories are ISO 9000
quality certified. Surge products are used by manufacturers of products such as,
among others, computer and telecommunications equipment, security equipment,
power supplies, audio and various consumer products in the United States, and
intends to sell to similarly situated manufacturers abroad in conjunction with
Global DataTel, and its subsidiaries.
This press release contains forward-looking statements regarding Surge's,
MailEncrypt's and Global DataTel's business strategies and future plans of
operations. Forward-looking statements involve known and unknown risk and
uncertainties. The Companies' risks and uncertainties include their ability to
complete the merger, acquisition and recapitalization, obtain shareholder and
other necessary approvals, the merged entity's ability to combine and work
together and grow the companies, periodic downturns in their respective
industries, dependence on the Internet, timely acceptance of new products and
intense price competition in their respective industries.
These and other important factors, including those mentioned in various filings
with the Securities and Exchange Commission made periodically by the Companies
(available at http://www.sec.gov) may cause the actual results and performance
to differ materially from the future results expressed in or implied by such
forward-looking statements. The forward-looking statements contained in this
press release speak only as of the date hereof and the Companies disclaim any
obligation to provide public updates, revisions or amendments to any
forward-looking statements made herein to reflect changes in the Companies'
expectations or future events.
A Registration Statement relating to Surge's securities has been filed with the
Securities and Exchange Commission, but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the Registration Statement becomes effective. The Registration Statement (Number
333-32790) along with all exhibits is available at no charge at
http://www.sec.gov and should be read by all investors. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Contacts:
Media: Steve Fox, Burson-Marsteller for Superus
Tel.: 415-591-4134, steve_fox@sfo.bm.com
Investors: Erica Abrams, the blueshirt group for Superus
Tel.: 415-436-0724, erica@blueshirtgroup.com