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): November 13, 1997
IAT MULTIMEDIA, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-22486 13-3920210
(State or Other Jurisdiction (Commission File No.) (IRS Employer Identification No.)
of Incorporation)
Geschaftshaus Wasserschloss, Aarestrasse 17, CH-5300 Vogelsang-Turgi, Switzerland
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (011)(41)(56) 223-5022
N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 13, 1997, IAT Multimedia, Inc. ("Multimedia") and Dr.
Alfred Simmet, the only limited partner of FSE Computer-Handel GmbH & Co. KG
("FSE") and the only shareholder of FSE Computer-Handel Verwaltungs GmbH ("FSE
GmbH"), which is the only general partner of FSE, entered into a Purchase
Agreement (the "Purchase Agreement"), pursuant to which Multimedia purchased
80% of Dr. Simmet's shares in FSE and 100% of his limited partnership interests
in FSE GmbH for an aggregate purchase price of DM 6.4 million (U.S. $3,711,360),
payable in cash and in shares of common stock of Multimedia, $.01 par value (the
"Common Stock"). The Purchase Agreement provides for the payment of the purchase
price in two installments. The first installment, in the amount of DM 3.2
million (U.S. $1,855,680) in cash and 144,145 shares of Common Stock, was paid
on November 18, 1997. The remaining 2,804 shares of Common Stock is payable on
or before November 27, 1997. The Purchase Agreement further provides that the
shares of Common Stock issued to Dr. Simmet shall not be sold or transferred by
him prior to November 13, 1998. The second installment of DM 1.6 million (U.S.
$927,840) is payable in cash to Dr. Simmet on March 13, 1998. As collateral for
the payment of the second installment of the purchase price, Multimedia has
issued a bank guaranty to Dr. Simmet. This guaranty has been secured by
Multimedia through the establishment of a letter of credit facility with
Citibank, N.A.
The Purchase Agreement also grants Multimedia the right to acquire an
additional 10% of the shares of FSE for a purchase price of DM 1 million (U.S.
$579,900). Multimedia has the right to exercise this option at any time upon
presentment of a written statement of its intent to do so, subject to a right
of first refusal of Dr. Simmet's son. Additionally, Dr. Simmet has the right,
under certain conditions, to sell such shares in FSE to Multimedia, provided
that FSE's earnings before interest, corporate income taxes and depreciation
("EBITA"), as calculated for the year prior to the year in which such shares
are sold, exceeds DM 3.25 million (U.S. $1,884,675), at a purchase price equal
to the product of 10% of FSE's EBITA, multiplied by a factor of 3.5. Until the
time that either of these respective options are exercised, however, both
Multimedia and Dr. Simmet have agreed to grant certain of FSE's managers the
ability to purchase shares in FSE (the "Management Option"). Pursuant to the
Management Option, certain managers, to be chosen by Dr. Simmet and the
Company, may purchase up to 10% of the shares of FSE for an aggregate purchase
price of DM 800,000 (U.S $463,920), during the six month period following the
determination by Dr. Simmet and the Company of the conditions to be met by
such managers. In the event that management does not exercise such options or
exercises only a portion thereof, Multimedia has the option to purchase such
remaining shares of FSE at the same purchase price originally offered to the
managers. In the event that neither Multimedia nor the managers of FSE
exercise these options, Dr. Simmet has the right, within two weeks upon
termination of his employment agreement with FSE, to sell such remaining
shares (par value of DM 100 (U.S. $58)) to Multimedia for a purchase price
equal to the product of .04% of FSE's EBITA, as calculated for the year in
which such shares are sold, multiplied by a factor of 3.5 and multiplied by
the number of shares sold.
FSE provides components and peripherals for personal computers
("PCs") and high-performance PCs assembled according to customer
specifications and sold in Germany under the trade name "Trinology." The
purchase price paid for the FSE acquisition was determined through arms-length
negotiations and the portion of the purchase price which was paid on November
18, 1997 was provided from Multimedia's working capital and proceeds from its
initial public offering which was consummated in April, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) At this time, it is impractical for the Company to file the required
financial statements for FSE. The Company will file the required
financial statements for FSE with an amendment to this Form 8-K as
soon as practicable, but no later than 60 days from the date
this Form 8-K was required to be filed.
(b) At this time, it is impractical for the Company to file the required
pro forma financial information concerning the acquisition of FSE.
The Company will file the required pro forma financial information
concerning the acquisition of FSE, as described in this Form 8-K,
with an amendment to this Form 8-K as soon as practicable, but no
later than 60 days from the date this Form 8-K was required to be
filed.
(c) Exhibits
10.1 Purchase Agreement, dated November 13, 1997, by and between IAT
Multimedia, Inc. and Dr. Alfred Simmet.
10.2 Irrevocable Letter of Credit and Indemnity, dated November 7, 1997,
by and between IAT Multimedia, Inc. and Citibank, N.A.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereto duly authorized.
IAT MULTIMEDIA, INC.
By: /s/ Klaus Grissemann
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Name: Klaus Grissemann
Title: Chief Financial Officer and Director
Date: November 26, 1997