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UNITED STATES
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
MAY 23, 1996 (MAY 13, 1996)
Date of Report (Date of earliest event reported)
SOFTWARE SPECTRUM, INC.
(Exact name of registrant as specified in its charter)
TEXAS 0-19349 75-1878002
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2140 MERRITT DRIVE
GARLAND, TEXAS 75041
(Address of principal executive offices, including zip code)
(214)840-6600
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 13, 1996, the registrant, Software Spectrum, Inc. (the
"Company"), completed a previously announced purchase of certain operating
assets of Egghead Inc.'s ("Egghead") corporate, government and educational
("CGE") products division for total consideration of $45 million pursuant to an
Asset Purchase Agreement (the "Purchase Agreement") with Egghead and DJ&J
Software Corporation, a wholly-owned subsidiary of Egghead. The consideration
paid was determined on the basis of arm's-length negotiations between the
parties.
Under the Purchase Agreement, the Company acquired substantially all
the assets of Egghead's CGE division, except that Egghead retained all existing
inventory, accounts receivable and liabilities of the CGE division. The
Company has agreed to collect the accounts receivable on Egghead's behalf and,
after a 150-day collection period, will purchase the remaining receivables at
either a negotiated or an appraised price. In order to facilitate the
transition of the CGE business to the Company, Egghead agreed to provide order
fulfillment services and certain other transitional services for the CGE
business for up to 120 days following the closing. In connection with the
acquisition, the Company has leased Egghead's call center facility in Liberty
Lake, Washington for a three-year period, subject to renewal, and has hired
certain employees of the CGE division. Also as part of the acquisition, the
Company acquired certain of the furniture, computer hardware and equipment that
was being used by Egghead's CGE division in support of such division's
operations.
The acquisition is being financed through (i) a term loan in the
amount of $30 million from Texas Commerce Bank National Association, as agent,
and certain other banks, and (ii) the Company's existing cash and investments.
The term loan is secured by (i) liens on accounts receivable, inventory and all
instruments, documents, chattel paper and general intangibles related to such
accounts receivable and inventory, and (ii) the pledge of all of its shares in
its domestic subsidiary and 66 2/3% of its shares in its foreign subsidiaries.
This financing arrangement also includes a $60 million revolving credit
facility.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION,
AND EXHIBITS
Financial Statements
It is impracticable to file the financial statements required
by Item 7(a). Such financial statements will be filed by amendment to
this Report on Form 8-K as soon as practicable.
Pro Forma Financial Information
It is impracticable to file the pro forma financial
information required by Item 7(b). Such pro forma financial
information will be filed by amendment to this Report on Form 8-K as
soon as practicable.
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Exhibits
2.1 (i)* Asset Purchase Agreement dated as of March
23, 1996 by and among Software Spectrum,
Inc., Egghead, Inc. and DJ&J Software
Corporation, with exhibits (except for
Exhibit 4.8 - Largest 200 Customers and the
schedules).
(ii)* Index of Exhibits and Schedules to Asset
Purchase Agreement.
(iii)** First Amendment to Asset Purchase Agreement
dated March 23, 1996 by and among Software
Spectrum, Inc., Egghead, Inc. and DJ&J
Software Corporation entered into on May 13,
1996.
99.1* Press Release issued by Company on March 25,
1996.
99.2** Press Release issued by Company on May 13,
1996.
99.3** Credit Agreement dated as of May 3, 1996,
among Software Spectrum, Inc., certain banks
and Texas Commerce Bank National
Association, as Agent (including exhibits).
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* Incorporated herein by reference to the Company's Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
on Form 8-K, dated March 26, 1996
** 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.
SOFTWARE SPECTRUM, INC
Dated: May 23, 1996 By: /s/ Deborah A. Nugent
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Deborah A. Nugent
Vice President of Finance
(Principal Financial and
Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 (i)* Asset Purchase Agreement, dated as of March 23, 1996, by
and among Software Spectrum, Inc., Egghead, Inc. and DJ&J
Software Corporation, with exhibits (except for Exhibit 4.8
- Largest 200 Customers and the schedules).
(ii)* Index of Exhibits and Schedules to Asset Purchase Agreement.
(iii)** First Amendment to Asset Purchase Agreement dated March 23,
1996 by and among Software Spectrum, Inc., Egghead, Inc.
and DJ&J Software Corporation entered into on May 13, 1996.
99.1* Press Release issued by the Company on March 25, 1996.
99.2** Press Release issued by the Company on May 13, 1996.
99.3** Credit Agreement dated as of May 3, 1996, among Software
Spectrum, Inc., certain banks and Texas Commerce Bank
National Association, as Agent (including exhibits).
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* Incorporated herein by reference to the Company's Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
on Form 8-K, dated March 26, 1996
** Filed herewith
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