1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
December 17, 1997
-----------------
Date of Report (date of earliest event reported)
INTERSCIENCE COMPUTER CORPORATION
---------------------------------
(Exact name of registrant as Specified in its Charter)
California 1-12312 95-3880130
- ---------- ------- ----------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
Incorporation) Number)
5236 Colodny Drive, Agoura Hills, California 91301
--------------------------------------------------
(Address of principal executive offices)
(818) 707-2000
--------------
(Registrant's telephone number,
including area code)
Exhibit Index
on Page 6
2
1 of 6 pages
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The Company sold its Xerox laser printer maintenance business to
Anacomp, Inc. (an unrelated public company). The assets sold were maintenance
contracts with 34 customers, certain accounts receivable, inventory located at
customer sites or with field engineers, and diagnostic equipment used by field
engineers. Anacomp, Inc. paid $1,220,000.00 for the above assets plus an earnout
after one year based on their gross receipts for 12 months post closing. Anacomp
also agreed to assume the Company's obligations under the maintenance contracts.
The contracts were sold at a negotiated price. The inventory and diagnostic
equipment were sold at approximately book value. The contracts sold were
basically one year contracts with either party able to cancel with 30 days
notice at any time. The Company determined that it could not continue to
profitably operate the Xerox service business and actively sought a buyer. The
sale was approved by the U.S. Bankruptcy Court on December 1, 1997. The sale was
effective November 1, 1997. The Xerox maintenance business represented
approximately 30% of the Company's gross revenue for the year ended September
30, 1997.
3
ITEM 3 - BANKRUPTCY OR RECEIVERSHIP
The Company had filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on March 5, 1997. The Company submitted a plan of reorganization
and an accompanying disclosure statement on December 2, 1997 to the bankruptcy
court. The plan is subject to amendment prior to its confirmation hearing. A
hearing on the adequacy of the Company's disclosure statement is presently
scheduled for January 7, 1998.
4
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FIANCIAL INFORMATION
AND EXHIBITS
(b) *Unaudited pro forma financial information as follows:
(i) Pro forma Balance Sheet as of January 1, 1998.
(ii) Pro forma Statement of Operations for fiscal year ended
September 30, 1997.
(c) 10.1 Asset Purchase Agreement dated as of November 13, 1997
between Anacomp, Inc. and the Company.
* It is impractical at the present time to provide such documents. These
documents will be provided as soon as it becomes practical.
5
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.
INTERSCIENCE COMPUTER CORPORATION
By_________________________________________________
Frank J. LaChapelle, Chief Executive Officer
Dated: December 11, 1997
6
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------ ----------- ------
10.1 Asset Purchase Agreement dated
as of November 13, 1997 between
Anacomp, Inc. and the Company 7