SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report - May 31, 2001
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(Date of earliest event reported)
QUAD SYSTEMS CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-21504 23-2180139
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(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
2405 Maryland Road, Willow Grove, Pennsylvania 19090
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(Address of principal executive offices) (Zip Code)
Area Code (215) 657-6202
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(Telephone number)
Item 5. Other Information.
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On May 31, 2001, Quad Systems Corporation (the "Company") executed a
definitive agreement (the "Purchase Agreement") with Tyco Electronics
Corporation, a Pennsylvania corporation and a subsidiary of Tyco International
Ltd. [NYSE: TYC], ("Tyco"), which has agreed to acquire substantially all of the
Company's U.S. assets, for a cash purchase price of $5,237,500, and to assume
certain liabilities. The purchase price is payable in cash based on a minimum
book value of the purchased assets at the closing of the transaction, subject to
adjustment following the closing for changes to reflect the actual book value of
the purchased assets.
The Company and Tyco are also negotiating for the sale/purchase of the
Company's U.K. assets. The Company expects to finalize this additional agreement
shortly, and to close on both agreements simultaneously.
The Company is currently operating as a debtor-in-possession pursuant to
its Chapter 11 bankruptcy filing currently pending before the United States
Bankruptcy Court for the Eastern District of Pennsylvania (the "Bankruptcy
Court"). The closing under the Purchase Agreement is subject to the approval of
the Bankruptcy Court and certain other conditions as set forth in the Purchase
Agreement. The Company expects to close the transaction before July 15, 2001 or
as soon as practicable thereafter upon receipt of the approval of the Bankruptcy
Court. The proceeds from the sale will be distributed to creditors in the plan
of reorganization and liquidation under the oversight and procedures of the
Bankruptcy Court and the Company does not expect that any proceeds from the sale
will be available for distribution to stockholders.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
99 Press Release, dated June 13, 2001
SIGNATURES
Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
QUAD SYSTEMS CORPORATION
Dated: June 14, 2001 By /s/ Anthony R. Drury
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Anthony R. Drury
Senior Vice President, Finance
and Chief Financial Officer
(Principal Accounting Officer
and duly authorized officer)
QUAD SYSTEMS CORPORATION
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
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Exhibit
No. Exhibit
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99 Press Release, dated June 13, 2001