SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: July 23, 1999
IAT MULTIMEDIA, INC.
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(Exact name of registrant as specified in charter)
DELAWARE
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(State of other jurisdiction of incorporation)
0-22101 13-3920210
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(Commission File Number) (IRS Employer Identification No.)
Geschaftshaus Wasserschloss, Aarestrasse 17, CH-5300,
Vogelsang-Turgi, Switzerland
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: 011-41-56-223-5022
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(Former Address, if changed since Last Report) (Zip Code)
Item 2. Acquisition or Disposition of Assets.
In connection with the spin-off of our research and development
activities in March 1998, we granted Algo Vision Schweiz AG, one of the entities
formed in connection with the spin-off, an option to purchase a 50% co-ownership
interest in our visual communications intellectual property. In July 1999, as
part of the reorganization of the Algo Vision entities, Algo Vision Schweiz and
Algo Vision Systems GmbH, the other entity formed in connection with the
spin-off, became wholly-owned subsidiaries of Algo Vision plc, an English
company whose shares began trading on the European Association of Securities
Dealers Automated Quotation System on July 23, 1999. Under the terms of a series
of agreements between us, Algo Vision plc and Algo Vision Schweiz (i) Algo
Vision Schweiz transferred its option to purchase our intellectual property
rights to Algo Vision plc, (ii) Algo Vision plc agreed to purchase our visual
communications intellectual property rights (other than the IAT name or mark)
and (iii) we agreed to exchange our 15% equity interest in each of Algo Vision
Systems and Algo Vision Schweiz, for shares of capital stock of Algo Vision plc.
Dr. Vogt, one of our directors, owns approximately 26.2% of the outstanding
shares of Algo Vision plc.
Under the terms of the agreements, Algo Vision plc purchased a 50%
interest in our visual communications intellectual property rights for
$1,000,000 and agreed to purchase, prior to August 22, 1999, the remaining 50%
interest for an additional $2,500,000. Algo Vision plc also agreed to pay us
royalties (ranging from 5% to 10%) on the sale of certain products utilizing the
visual communications technology for a period of two years from the date the
remaining 50% interest is purchased by Algo Vision plc. During the period in
which the intellectual property rights are co-owned by us and Algo Vision plc,
we cannot grant any sublicenses for the intellectual property without the prior
consent of Algo Vision plc. In connection with the transaction, Algo Vision
Schweiz agreed to repay, prior to August 22, 1999, outstanding loans,
aggregating approximately $500,000, made by us to Algo Vision Schweiz as part of
the spin-off.
In addition, as part of the reorganization of the Algo Vision entities,
we exchanged our 15% interest in each of Algo Vision Systems and Algo Vision
Schweiz, for 500,000 shares of Algo Vision plc (valued at $5,000,000 at EASDAQ
admission). These shares are subject to a lock-up agreement for a period of six
months, subject to certain exceptions. We have also agreed to purchase, prior to
August 22, 1999, an additional 250,000 shares of Algo Vision plc for a purchase
price of $2,500,000, of which 200,000 shares will be subject to a lock-up
agreement for a period of three months, subject to certain exceptions.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits
10.62 Agreement for the Acquisition of Intellectual Property Rights
dated July 22, 1999 among the Registrant, IAT AG, Algo Vision
Schweiz AG and Algo Vision plc.
10.63 Intellectual Property Assignment dated July 22, 1999 among the
Registrant, IAT AG and Algo Vision plc.
10.64 Intellectual Property Assignment dated July 22, 1999 among the
Registrant, IAT AG and Algo Vision plc.
10.65 Share Exchange and Subscription Agreement dated July 22, 1999
between Algo Vision plc and IAT AG.
10.66 Second Subscription Agreement dated July 22, 1999 between Algo
Vision plc and IAT AG.
10.67 Lock-In Agreement dated July 22, 1999 among Algo Vision plc,
Beeson Gregory Limited and IAT AG.
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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.
IAT MULTIMEDIA, INC.
By: /s/ Klaus Grissemann
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Klaus Grissemann
Chief Financial Officer
Dated: August 4, 1999
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