U. S. 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) September 30, 1996
FORENSIC TECHNOLOGIES INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 0- 52-1261113
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
2021 Research Drive, Annapolis, Maryland 21401
(Address of principal executive offices, including Zip Code)
(410) 224-8770
(Registrant's telephone number, including area code)
FORENSIC TECHNOLOGIES INTERNATIONAL CORPORATION
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 30, 1996, Forensic Technologies International Corporation
(the "Company"), FTI Acquisition Corporation ("Newco"), a wholly owned
subsidiary of the Company, Teklicon, Inc. ("Teklicon") and The Summers 1992
Trust, Gary J. Summers and Lynda M. Summers as Trustees (the "Teklicon Sole
Stockholder") entered into a Plan and Agreement of Reorganization and an
Agreement of Merger whereby Newco was merged with and into Teklicon, with
Teklicon as the surviving corporation. All of the outstanding capital stock of
Newco was converted into a like number of shares of Common Stock, no par value,
of Teklicon. The Teklicon Sole Stockholder exchanged all of the outstanding
shares of capital stock of Teklicon into 415,000 shares of Common Stock, par
value $.01 per share, of the Company (the "Merger Consideration"). The Merger
Consideration was based upon the Company's evaluation of the financial
condition, business operations and prospects of Teklicon and was negotiated in
an arms length transaction among unrelated and unaffiliated (as defined under
Rule 144 promulgated by the Securities and Exchange Commission) parties.
Teklicon will continue in operation as a wholly owned subsidiary of the Company.
Teklicon is in the business of providing litigation support services, primarily
in California, that are complimentary to the businesses of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. It is impracticable to provide
the required financial statements at this time.The required financial statements
will be filed as soon as practicable, but not later than 60 days after the date
of this report on Form 8-K must be filed.
(b) Proforma Financial Information. It is impracticable to provide the
required proforma financial information at this time. The required
proforma financial information will be filed as soon as practicable,
but not later than 60 days after the date this report on Form 8-K must
be filed.
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated
September 30, 1996 by and among the Company,
Newco, Teklicon and the Sole Stockholder
99.1 Agreement of Merger dated September 30, 1996
by and among the Company, Newco, Teklicon and
the Sole Stockholder
99.2 Press Release issued September 10, 1996
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, hereunto duly authorized.
FORENSIC TECHNOLOGIES INTERNATIONAL CORPORATION
(Registrant)
By:/S/Gary Sindler
----------------------------------
Gary Sindler
Executive Vice President and Chief
Financial Officer
DATED: October 9, 1996
INDEX TO EXHIBITS
EXHIBIT
NO. EXHIBIT
--- -------
2.1 Agreement and Plan of Reorganization dated
September 30, 1996 by and among the Company,
Newco, Teklicon and the Sole Stockholder
99.1 Agreement of Merger dated September 30, 1996
by and among the Company, Newco, Teklicon and
the Sole Stockholder
99.2 Press Release issued September 10, 1996