SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 12, 1998
ODETICS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-10605 95-2588496
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1515 South Manchester Avenue, Anaheim, California 92802
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 774-5000
Not Applicable
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(Former Name or Former Address, if Changed since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
99.1 Press Release dated September 24, 1998, of the Registrant.
Item 9. Sale of Equity Securities Pursuant to Regulation S.
On September 12, 1998, pursuant to an Agreement among Odetics, Inc.
(the "Registrant"), Odetics Europe Limited, a corporation organized under the
laws of England and Wales ("OEL") and wholly-owned subsidiary of Odetics, and
the shareholders of International Media Integration Systems Limited, a
corporation organized under the laws of England and Wales ("IMIS"), the
Registrant issued 173,214 shares of its Class A Common Stock, par value $.10 per
share (the "Shares") to the shareholders of IMIS (the "IMIS Shareholders") in
exchange for 90% of the outstanding share capital of IMIS. At the time of the
acquisition, IMIS was the holder of the remaining 10% of the outstanding share
capital of IMIS. The Shares were issued and sold in reliance upon Rule 903 of
Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the
"Act") to the IMIS Shareholders, each of whom was deemed not to be a "U.S.
person" as defined in Regulation S, and in reliance upon Section 4(2) of the
Act. No underwriters were involved with such issuance and sale of the Shares.
SIGNATURE
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.
September 24, 1998
ODETICS, INC.,
a Delaware corporation
By: /s/ JOEL SLUTZKY
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Joel Slutzky,
Chairman of the Board
and Chief Executive Officer
Index to Exhibits
Exhibit
Number Exhibit
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99.1 Press Release of the Registrant dated September 24, 1998.