================================================================================
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 (Date of earliest event reported) MARCH 6, 2000
SMARTDISK CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-27257 65-0733580
------------------------------------ -------------------------------- --------------------------------
(State or Other Jurisdiction of (Commission File No.) (IRS Employer Identification No.)
Incorporation
3506 MERCANTILE AVENUE, NAPLES, FLORIDA 34104
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (741) 436-2500
NOT APPLICABLE
--------------------------------------------------------------
(Former Names or Former Address, if Changed Since Last Report)
================================================================================
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of February 23, 2000, by and among the Registrant, VST Acquisition,
Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant
("Acquisition Sub"), VST Technologies, Inc., a Delaware corporation ("VST"), and
certain stockholders of VST, a copy of which is attached hereto as Exhibit 2 and
incorporated herein for all purposes, VST merged with and into Acquisition Sub
on March 6, 2000 (the "Merger"), with Acquisition Sub surviving the Merger. Upon
consummation of the Merger, Acquisition Sub changed its name to "SmartDisk
Personal Storage Systems Corporation." The Merger will be accounted for under
the purchase method of accounting.
Pursuant to the Merger Agreement, all of the previously outstanding
shares of VST capital stock were automatically converted into an aggregate of
(i) approximately 1.1 million shares of the common stock, par value $.001 per
share, of the Registrant and (ii) cash consideration of approximately $10.3
million, while all of VST's outstanding options were converted into (i) options
to purchase approximately 440,000 shares of the Registrant's common stock at
exercise prices ranging from $.90 to $4.45, and (ii) approximately $4.3 million
in cash.
Prior to the Merger, VST's business consisted of designing, developing,
manufacturing and marketing FireWire and USB-based flash memory readers and high
performance personal storage solutions for PC and Macintosh platforms, and the
Registrant intends to continue to conduct such business in substantially the
same manner as conducted prior to the Merger.
The Registrant financed the cash portion of the purchase price for the
Merger with a portion of the proceeds from its October 1999 initial public
offering.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required by
this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after the date this Current Report must be filed.
(b) PRO FORMA FINANCIAL INFORMATION
As of the date of filing of this Current Report Form 8-K, it is
impracticable for the Registrant to provide the pro forma financial information
required by this Item 7(b). In accordance with Item 7(b)(2) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after the date this Current Report must be filed.
1
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
2 Agreement and Plan of Merger, dated as of
February 23, 2000
2
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.
Date: March 20, 2000 SMARTDISK CORPORATION
By: /S/ MICHAEL S. BATTAGLIA
------------------------
Michael S. Battaglia,
President and Chief Executive
Officer
3
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
2 Agreement and Plan of Merger, dated as of February 23, 2000