SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: August 10, 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.
As previously reported under Item 2 of a current report on Form 8-K
dated August 4, 1999, 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 and serves as the Chairman of the
Board and Chief Executive Officer 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 in cash on July 23, 1999 and purchased the remaining 50% interest for
an additional $2,500,000 in cash on August 10, 1999. 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 until August 2001. In connection
with the transaction, Algo Vision Schweiz repaid, in August 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 on July 23, 1999, 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. On August
10, 1999, we also purchased an additional 250,000 shares of Algo Vision plc for
a purchase price of $2,500,000 in cash, of which 200,000 shares are subject to a
lock-up agreement for a period of three months, subject to certain exceptions.
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.(1)
10.63 Intellectual Property Assignment dated July 22, 1999 among the
Registrant, IAT AG and Algo Vision plc.(1)
10.64 Intellectual Property Assignment dated August 10, 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.(1)
10.66 Second Subscription Agreement dated July 22, 1999 between Algo
Vision plc and IAT AG.(1)
10.67 Lock-In Agreement dated July 22, 1999 among Algo Vision plc,
Beeson Gregory Limited and IAT AG.(1)
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(1) Incorporated by reference to our current report on Form 8-K filed on August
4, 1999.
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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 24, 1999