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U.S. 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
MARCH 19, 2002
(Date of earliest event reported)
IMPRESO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-29883 75-20849585
(State or other jurisdiction (Commission File Number) (I.R.S. employer
of incorporation) Identification Number)
652 SOUTHWESTERN BOULEVARD, COPPELL, TX 75019
(Address of principal executive offices)
(972) 462-0100
(Registrant's Telephone Number, Including Area Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 19, 2002, TST/Impreso, Inc. (the "Company"), a wholly owned
subsidiary of Impreso, Inc., completed its acquisition of substantially all of
the personal property assets of United Computer Supplies, Inc. and United
Computer Supplies-East, Inc. (collectively, "United") pursuant to the Asset
Purchase Agreement by and between the Company and Bank of America, N.A., and
consented to by United and John R. Zimmerman. United and its affiliates operated
as a paper converting company. The Company paid approximately $3.6 million in
cash for United's personal property assets and expects to pay approximately $4
million for United's real property assets, which acquisition is expected to
close within 45 days of the acquisition of the personal property. The
acquisition of United's real property assets is subject to certain contingencies
and conditions to closing contained in the Real Estate Purchase and Sale
Agreement by and between United and the Company. The Company's revolving lender,
Congress Financial Corporation (Southwest), funded approximately 70% of the
personal property acquisition price and General Electric Capital Business Asset
Funding Corporation funded approximately 30% of the personal property
acquisition price utilizing United's assets, excluding the plant facility, as
collateral. The Company expects to pledge the plant facility expected to be
acquired in the real estate transaction to Bloomingdale Bank & Trust, which is
expected to provide funding for approximately 80% of such acquisition. Funding
with respect to the real property assets is subject to negotiation and execution
of definitive agreements between the Company and Bloomingdale Bank & Trust. As a
result of the acquisition, the assets formerly owned by United will be operated
as a division of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements required by this item will
be filed by amendment not later than 75 days after
the consummation of the acquisition.
(b) Pro Forma Financial Information
The pro forma financial statements required by this
item will be filed by amendment not later than 75
days after the consummation of the acquisition.
(c) Exhibits:
2.1 Asset Purchase Agreement by and between TST/Impreso,
Inc. and Bank of America, N.A. and Consented to by
United Computer Supplies, Inc., United Computer
Supplies-East, Inc. and John R. Zimmerman dated as of
March 19, 2002 (Filed herewith)
2.2 Real Estate Purchase and Sale Agreement by and
between United Computer Supplies, Inc. and
TST/Impreso, Inc. dated as of March 15, 2002 (Filed
herewith)
99.1 Impreso, Inc. Press Release issued March 20, 2002
(Filed herewith)
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 hereunto duly authorized.
IMPRESO, INC.
(registrant)
Dated: April 3, 2002 By: /s/ Marshall Sorokwasz
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Marshall Sorokwasz,
Chairman of the Board, Chief Executive
Officer, President, and Director
By: /s/ Susan Atkins
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Susan Atkins,
Chief Financial Officer and Vice President
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement by and between TST/Impreso, Inc. and
Bank of America, N.A. and Consented to by United Computer
Supplies, Inc., United Computer Supplies-East, Inc. and John R.
Zimmerman dated as of March 19, 2002 (Filed herewith)
2.2 Real Estate Purchase and Sale Agreement by and between United
Computer Supplies, Inc. and TST/Impreso, Inc. dated as of March
15, 2002 (Filed herewith)
99.1 Impreso, Inc. Press Release issued March 20, 2002 (Filed
herewith)