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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 31, 1997
SPATIAL TECHNOLOGY INC.
DELAWARE 0-288-42 84-1035353
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
2425 55TH STREET, SUITE 100
BOULDER, COLORADO 80301
(303) 449-0649
(Address of Principal Executive Offices
and telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On December 31, 1997, pursuant to the terms of the Technology Purchase
Agreement, by and between Spatial Technology Inc. (the "Company") and
Three-Space Limited, a limited company organized under the laws of England
("TSL") (the "Purchase Agreement"), the Company acquired from TSL all right,
title and interest to all software, designs, copyrights, documentation, patents,
trade secrets and other technology or other intellectual property rights that
(i) are incorporated into the ACIS 3.0 software and its related husks (the
"Existing Assets") and (ii) were developed, or were in the process of being
developed, by TSL as of December 31, 1997 pursuant to the Development Agreement
(the "Prior Development Agreement"), by and between the Company and TSL, dated
June 26, 1987, as amended (the "In Process Research") (the Existing Assets and
the In Process Research being collectively referred to as the "Assets"). In
connection with the acquisition of the Assets pursuant to the Purchase
Agreement, the Company granted TSL certain registration rights (the
"Registration Rights") as set forth in the Registration Rights Agreement, by and
between the Company and TSL, dated as of December 31, 1997. Such Registration
Rights Agreement provides that if the Company proposes to register any of its
securities under the Securities Act of 1933, either for its own account or for
the account of other security holders, TSL, or its assignees, is entitled to
notice of the registration and is entitled to include, at the Company's expense,
shares of Common Stock held by it (as defined below).
The consideration provided by the Company in connection with the foregoing
transaction consisted of the following: (i) $850,625.00 in cash and (ii) the
issuance of an aggregate of 250,000 shares of common stock of the Company (the
"Common Stock"). The purchase price was determined through negotiations between
the Company and TSL. The Company funded the cash portion of the consideration
paid to TSL from general working capital.
In connection with the foregoing transaction, the parties forever released
and terminated in their entirety the Prior Development Agreement and the
Marketing Agreement, by and between the Company and TSL, dated May 31, 1989, and
entered into the Software Consulting Agreement, by and between the Company and
TSL, dated as of December 31, 1997 (the "Consulting Agreement"). Pursuant to the
terms of the Consulting Agreement, TSL will provide certain consulting services
to the Company in connection with the development of geometric modeling software
and components; the Company will own all right, title and interest to any
technology developed by TSL in connection therewith.
(b) Not applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit Description
Number of Document
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10.21* Development Agreement, by and between the Company and
TSL, dated June 26, 1987, as amended.
10.22* Marketing Agreement, by and between the Company and
TSL, dated May 31, 1989, as amended.
10.30 Technology Purchase Agreement, by and between the
Company and TSL, dated as of December 31, 1997.
10.31 Registration Rights Agreement, by and between the
Company and TSL, dated as of December 31, 1997.
10.32 Software Consulting Agreement, by and between the
Company and TSL, dated December 31, 1997.
* Previously filed with the Securities and Exchange Commission as an
exhibit to the Company's Registration Statement on Form SB-2 (File No.
333-5416-D) and incorporated herein by reference thereto.
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.
SPATIAL TECHNOLOGY INC.
Date: January 15, 1998 /s/ R. Bruce Morgan
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R. Bruce Morgan
President, Chief Operating Officer and
Director
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EXHIBIT INDEX
Exhibit Description
Number of Document
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10.21* Development Agreement, by and between the Company and
TSL, dated June 26, 1987, as amended.
10.22* Marketing Agreement, by and between the Company and
TSL, dated May 31, 1989, as amended.
10.30 Technology Purchase Agreement, by and between the
Company and TSL, dated as of December 31, 1997.
10.31 Registration Rights Agreement, by and between the
Company and TSL, dated as of December 31, 1997.
10.32 Software Consulting Agreement, by and between the
Company and TSL, dated December 31, 1997.
* Previously filed with the Securities and Exchange Commission as an
exhibit to the Company's Registration Statement on Form SB-2 (File No.
333-5416-D) and incorporated herein by reference thereto.