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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
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 75-2849585
(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)
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Impreso, Inc. hereby files Amendment No. 2 to its Form 8-K (date of report:
March 19, 2002) filed with the Securities and Exchange Commission on April 3,
2002. This current report amends Item 7.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The following audited financial statements, which are filed as Exhibit 99.2(a)
and (b) to this report and are incorporated herein by reference thereto, were
prepared to present the net assets and the revenues and expenses of United
Computer Supplies, Inc. and its subsidiaries ("United") for the years ended
December 31, 2001, and 2000. The December 31, 2001 financial statements also
include unaudited information for the six-month period ended February 28, 2002.
99.2(a) 1. Report of Independent Auditor
2. Combined Balance Sheets
3. Combined Statements of Loss and Accumulated Deficit
4. Combined Statements of Cash Flows
5. Notes to Combined Financial Statements
99.2(b) 1. Report of Independent Auditor
2. Combined Balance Sheets
3. Combined Statements of Income and Retained Earnings
4. Combined Statements of Cash Flows
5. Notes to Combined Financial Statements
6. Independent Auditor's Report on Additional Information
7. Combined Schedules of Costs and Expenses
(b) PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information, which is filed as
Exhibit 99.3 to this report and is incorporated herein by reference thereto,
relates to the March 19, 2002 acquisition of United. The transaction will be
accounted for as a purchase business combination. The pro forma amounts have
been prepared based on certain purchase accounting and other pro forma
adjustments (as described in the accompanying notes) to the historical financial
statements of Impreso, Inc.
The unaudited pro forma consolidated balance sheet at February 28, 2002,
reflects our historical financial position at February 28, 2002, combined with
the allocated purchase price of United as of December 31, 2001, with pro forma
adjustments as if the acquisition had occurred on February 28, 2001. The
unaudited pro forma consolidated statement of income for the six-month period
ended February 28, 2002, reflects the historical results of operations of both
companies with pro forma acquisition adjustments as if the acquisition had
occurred on September 1, 2001. The unaudited Pro Forma consolidated statement of
income for the year ended August 31, 2001, reflects the historical results of
operations of both companies with pro forma acquisition
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adjustments as if the acquisition had occurred on September 1, 2000. The pro
forma adjustments are described in the accompanying notes and give effect to
events that are (a) directly attributable to the acquisition, (b) factually
supportable, and (c) in the case of certain statement of income adjustments,
expected to have a continuing impact.
The unaudited pro forma condensed financial statements should be read in
connection with our historical financial statements and related footnotes.
The unaudited pro forma financial information presented is for information
purposes only and does not purport to represent what our and United's financial
position or results of operations as of the dates presented would have been had
the acquisition in fact occurred on such date or at the beginning of the period
indicated or to project our and United's financial position or results of
operations for any future date or period.
1. Unaudited Pro Forma Consolidated Balance Sheet
2. Unaudited Pro Forma Consolidated Statement of Income
3. Notes to Unaudited Pro Forma Consolidated Financial Statements
(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*
99.1 Impreso, Inc. Press Release issued March 20, 2002
announcing the closing of the purchase*
99.2(a) Audited Combined Financial Statements of United
Computer Supplies, Inc. and United Computer
Supplies-East, Inc. for the Year Ended December 31,
2001 and the Six Months ended February 28, 2002
(unaudited) listed in Item 7 (a) of this report
(filed herewith)
99.2(b) Audited Combined Financial Statements of United
Computer Supplies, Inc. and United Computer
Supplies-East, Inc. for the Years Ended December 31,
2000 and 1999 listed in Item 7 (a) of this report
(filed herewith)
99.3 Unaudited Pro Forma Financial Statements of Impreso,
Inc. and Subsidiaries listed on Item 7 (b) of this
report*
*Previously filed
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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 2, 2003 /s/ Marshall Sorokwasz
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Marshall Sorokwasz,
Chairman of the Board, Chief
Executive Officer, President,
and Director
/s/ Susan Atkins
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Susan Atkins,
Chief Financial Officer and
and Vice President
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EXHIBIT INDEX
<Table>
<Caption>
Exhibit
Number Description
- ------- -----------
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*
99.1 Impreso, Inc. Press Release issued March 20, 2002 announcing
the closing of the purchase*
99.2(a) Audited Combined Financial Statements of United Computer
Supplies, Inc. and United Computer Supplies-East, Inc. for the
Year Ended December 31, 2001 and the Six Months ended February
28, 2002 (unaudited) listed in Item 7 (a) of this report
(filed herewith)
99.2(b) Audited Combined Financial Statements of United Computer
Supplies, Inc. and United Computer Supplies-East, Inc. for the
Years Ended December 31, 2000 and 1999 listed in Item 7 (a) of
this report (filed herewith)
99.3 Unaudited Pro Forma Financial Statements of Impreso, Inc. and
Subsidiaries listed on Item 7 (b) of this report*
</Table>
* Previously filed