SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report: (Date of earliest event reported):
March 21, 2000 (March 16, 2000)
Allstar Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21479
(State of Incorporation) (Commission File Number)
76-0515249
(IRS Employer Identification No.)
6401 Southwest Freeway
Houston, Texas 77074
(Address of Registrant's principal executive offices)
(713) 795-2000
(Registrant's telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On March 17, 2000, Allstar Systems, Inc. (the "Company"), issued a
press release announcing that it had entered into an Asset Purchase Agreement,
dated as of March 16, 2000 (the "Purchase Agreement"), with Amherst Computer
Products Southwest, L.P., a Texas limited partnership ("Amherst"), and Amherst
Technologies, L.L.C., a Nevada limited liability company ("AmTech"). Neither
Amherst nor AmTech has any prior affiliation with the Company. The Purchase
Agreement provides for, among other things, the purchase of certain of the
Company's assets pertaining to its computer products division and information
technology division located in El Paso, Texas office. The consummation of the
transactions contemplated by the Purchase Agreement is subject to customary
closing conditions.
In connection with the execution of the Purchase Agreement, James H.
Long, entered into a Voting and Support Agreement with Amherst (the "Voting
Agreement"), pursuant to which Mr. Long has agreed to vote his shares of common
stock of the Company, representing approximately 50.1% of the outstanding common
stock of the Company, in favor of approval and adoption of the Purchase
Agreement.
Also on March 17, 2000, the Company issued a press release announcing
that it had consummated a transaction with Communications World International,
Inc., in which Commworld will purchase certain assets and ongoing business
operations of the Company's telecom systems division, which the Company expects
to take a loss on the discontinuation of business in the fourth quarter of 1999.
The Purchase Agreement, Voting Agreement and press releases are filed
as exhibits hereto and are incorporated by reference. The descriptions of the
Purchase Agreement and Voting Agreement set forth above do not purport to be
complete and are qualified in their entirety by reference to the provisions of
such agreements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
2.1 Asset Purchase Agreement, dated as of March 16, 2000, by and among
Amherst Southwest Computer Products, L.P., AmherstTechnologies, L.L.C. and
the Company.
99.1 Voting and Support Agreement, dated as of March 16, 2000, by and
between Amherst Southwest Computer Products, L.P. and James H. Long.
99.2 Text of Press Release, dated March 17, 2000.
99.3 Text of Press Release, dated March 17, 2000.
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.
Date: March 21, 2000
ALLSTAR SYSTEMS, INC.
By:/s/Donald R. Chadwick
Donald R. Chadwick
Secretary
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
2.1 Asset Purchase Agreement, dated as of March 16, 2000, by and among
Amherst Southwest Computer Products, L.P., AmherstTechnologies, L.L.C. and
the Company.
99.1 Voting and Support Agreement, dated as of March 16, 2000, by and
between Amherst Southwest Computer Products, L.P. and James H. Long.
99.2 Text of Press Release, dated March 17, 2000.
99.3 Text of Press Release, dated March 17, 2000.