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 (Date of earliest event reported) October 30, 1998
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Unidigital Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27664 13-3856672
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
229 West 28th Street, New York, New York 10001
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 244-7820
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OF ASSETS.
On October 30, 1998, Unidigital Inc., a Delaware corporation (the
"Company"), consummated the merger (the "Merger") of Hy Zazula Associates, Inc.,
a New York corporation ("Zazula"), with and into the Company's wholly-owned
subsidiary, Unison (NY), Inc., a Delaware corporation ("Unison"). Zazula
provided retouching and prepress services, primarily to advertising agencies.
The Company and Unison intend to continue such line of business. The purchase
price included an aggregate cash payment of $2,275,000 and the issuance of
$2,275,000 in restricted Common Stock of the Company (433,076 shares). Of the
purchase price, $150,000 in cash and $150,000 of restricted Common Stock of the
Company (28,552 shares) is being held in escrow for a period of two years to
satisfy any indemnification claims.
In determining the purchase price, the Company considered, among other
factors: (i) the composition of Zazula's assets, in particular, the strength of
Zazula's balance sheet; (ii) the business, operations and prospects of Zazula;
(iii) the financial statements and other relevant financial and operating data
of Zazula; (iv) the historical and projected financial information prepared by
the management of Zazula; and (v) the past and projected revenues generated from
the customers of Zazula.
The Company funded the cash portion of the purchase price from proceeds of
a revolving credit loan from Canadian Imperial Bank of Commerce ("CIBC"). See
"Item 5. Other Events." below.
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ITEM 5. OTHER EVENTS.
In order to consummate the Merger, the Company amended its credit facility
with CIBC to increase its revolving line of credit from $10,000,000 to
$15,000,000. As a result, the Company's aggregate credit facilities with CIBC
increased from $40,000,000 to $45,000,000. In addition, the Company amended its
security agreement with CIBC such that the assets of Zazula acquired in the
Merger will be included as collateral for the Company's credit facilities with
CIBC.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Information of Business Acquired.
To be filed by amendment, if required. The Company believes that it is
impracticable to provide such financial information as of the date hereof. Such
information shall be filed with the Commission no later than January 13, 1999.
(b) Pro Forma Financial Information (unaudited).
To be filed by amendment, if required. The Company believes that it is
impracticable to provide such financial information as of the date hereof. Such
information shall be filed with the Commission no later than January 13, 1999.
(c) Exhibits.
Exhibit No. Description of Exhibit
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10.1 Agreement and Plan of Merger dated as
of October 30, 1998 by and among
Unidigital Inc., Unison (NY), Inc.,
Hy Zazula Associates, Inc., Hyman
Zazula, Steven Zazula, David Zazula
and Gary Feigenbaum.
10.2 Amendment No. 2 to Credit Agreement
dated as of October 30, 1998 by and
among Unidigital Inc., the several
lenders from time to time parties
thereto and Canadian Imperial Bank
of Commerce.
10.3 Amendment to Security Agreement
dated as of October 30, 1998 made
by Unidigital Inc. in favor of
Canadian Imperial Bank of Commerce.
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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.
Unidigital Inc.
By: /s/William E. Dye
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William E. Dye, Chairman of
the Board and Chief
Executive Officer (Principal
Executive, Financial and
Accounting Officer)
Date: November 16, 1998