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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 23, 1998
SPATIAL TECHNOLOGY INC.
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(Exact Name of Registrant as Specified in Charter)
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) 544-2900
(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 23, 1998 (the "CLOSING DATE"), pursuant to the terms of the
Stock Purchase Agreement, by and among Spatial Technology Inc., a Delaware
corporation (the "COMPANY") and InterData Access, Inc., an Illinois corporation
("IDA"), and the following parties (the "SELLING SHAREHOLDERS"): Robert
Crawford, Charlene Hess, ProSTEP Produktdatentechnologie GmbH ("PROSTEP") and
William Turcotte (the "PURCHASE AGREEMENT"), the Company acquired from the
Selling Shareholders an aggregate of 827.1 shares of Common Stock of IDA, which
constituted all of the issued and outstanding capital stock and options,
warrants or other rights to purchase capital stock of IDA in consideration for
the issuance of 1,400,000 shares (the "SHARES") of the Company's Common Stock
(the "ACQUISITION"). The purchase price was determined through negotiations
between the Company, IDA and the Selling Shareholders. IDA will operate as a
wholly-owned subsidiary of the Company.
Pursuant to the Purchase Agreement, within sixty (60) days after the
Closing Date, the Company will use its reasonable best efforts to file with the
Securities and Exchange Commission a registration statement on Form S-3 (the
"REGISTRATION STATEMENT") with respect to the Shares issued in the Acquisition.
Following the effective date of the Registration Statement, a substantial number
of the Shares will be eligible for resale without restriction. Sales of any
substantial number of shares of the Company's Common Stock in the public market
may have an adverse effect on the market price of the Company's Common Stock.
Additionally, the average daily trading volume of the Company's Common Stock has
been very low. Any sustained sales of shares by the Company's existing or future
stockholders or any increase in the average volume of shares traded in the
public market may adversely affect the market price of the Company's Common
Stock.
In connection with the Acquisition, the parties to the Purchase Agreement
also executed an Escrow Agreement, pursuant to which ten percent (10%) of the
Shares issued to the Selling Shareholders will be held in escrow for one (1)
year for the purpose of securing the indemnification obligations of the Selling
Shareholders pursuant to the Purchase Agreement. Pursuant to the Escrow
Agreement, fifty percent (50%) of the Common Stock held in escrow will be
released to the Selling Shareholders one hundred eighty (180) days after the
Closing Date, and the remainder of the Common Stock held in escrow will be
released to the Selling Shareholders on the one (1) year anniversary of the
Closing Date. The Company has accounted for the transaction as a "pooling of
interests". The Acquisition qualifies as a tax-free reorganization under the
Internal Revenue Code of 1986, as amended.
The forward looking statements contained herein involve risks and
uncertainties. Actual results and developments may differ materially from those
described herein, due to a number of factors, including future performance and
additional factors discussed in the Company's most recent Form 10-K.
(B) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) Not applicable.
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(B) Not applicable.
(C) Exhibits
Exhibit Description
Number of Document
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10.33* Stock Purchase Agreement, by and between the Company, IDA and the Selling Stockholders
named therein, dated as of December 23, 1998.
10.34* Escrow Agreement dated as of December 23, 1998, by and among Spatial Technology Inc.,
a Delaware corporation, the Selling Shareholders named therein and Norwest Bank
Colorado, N.A., as escrow agent.
* Previously filed with the Securities and Exchange Commission as an
exhibit to the Schedule 13D (File No. 005-47261) filed by William Turcotte II on
January 4, 1999 and incorporated herein by reference thereto.
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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.
SPATIAL TECHNOLOGY INC.
Date: January 7, 1999 /s/ R. Bruce Morgan
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R. Bruce Morgan
President, Chief Executive Officer and
Director