- 1 -
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): June 30, 1998
MLC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
- ---------------------- ---------------------------- ---------------------------
Delaware 0-28926 54-1817218
- ---------------------- ---------------------------- ---------------------------
- ---------------------- ---------------------------- ---------------------------
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
- ---------------------- ---------------------------- ---------------------------
11150 Sunset Hills Road, Suite 110, Reston, VA 20190
(Address of principal executive offices)
Registrant's telephone number, including area code: (703) 834-5710
1
ITEM 5. OTHER EVENTS
Effective June 30, 1998, the Company amended its committed recourse
line of credit with First Union National Bank, successor by merger to CoreStates
Bank. Under the amendment the credit facility loan committment was increased
from $25 million to $35 million and the inventory sub-limit was increased from
$1 million to $5 million.
Pursuant to the terms of an Agreement and Plan of Merger dated July 1,
1998 (the "Merger Agreement") by and among MLC Holdings, Inc. (the "Company"),
MLC Network Solutions of Virginia, Inc. ("MLC Network Solutions") (a newly
formed 100% owned subsidiary of the Company), PC Plus, Inc. ("PC Plus") and the
stockholders of PC Plus the Company acquired PC Plus through a merger of PC Plus
and MLC Network Solutions from the stockholders of PC Plus. The consideration
for the transaction consisted of an aggregate of $7,245,673 (the "Merger
Consideration") payable in the form of 50% cash and 263,478 shares of the
Company's common stock. The purchase price was determined based on arms-length
negotiation. PC Plus is a computer reseller and value added services provider
headquartered in Reston, Virginia. PC Plus had revenues of approximately $38
million for its year ending March 31, 1998. PC Plus was founded in 1987 and has
approximately 30 employees.
In addition, founder, President and CEO of PC Plus, Nadim Achi, entered
into a two year employment agreement with the Company renewable for one year
terms. The employment agreement contains non-compete, non-solicitation and
confidentiality provisions. Under the employment agreement, Mr. Achi is entitled
to a base salary of $150,000, discretionary bonus and stock options to purchase
10,000 shares of Common Stock.
There was no affiliation or relationship between the Company, its
affiliates, officers or directors or associates of such persons and PC Plus or
any of its officers, directors or stockholders prior to the execution of the
Merger Agreement on the Closing Date.
The above descriptions of the agreements entered into by the Company
and PC Plus relating to the acquisition are not complete. Reference is made to
the Merger Agreement, a copy of which is filed as an exhibit to this report and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a); (b) Financial Statements; Pro Forma Financial Information.
Not applicable.
2
(c) Exhibits
The following exhibits are filed herewith:
2.3 Agreement and Plan of Merger dated July 1, 1998, by and among
MLC Holdings, Inc., MLC Network Solutions of Virginia, Inc., PC Plus,
Inc., and the Stockholders of PC Plus, Inc.
10.27 Employment Agreement between the Company and Nadim Achi
10.28 Escrow Agreement between the Company, Crestar Bank and Nadim Achi as
representative of the PC Plus, Inc. shareholders dated July 1, 1998.
10.29 Amendment No. 3 dated June 30, 1998 to Credit Agreement dated June 5,
1997 between MLC Group, Inc. and First Union National Bank, successor
to CoreStates Bank, N.A.
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MLC Holdings, Inc.
(Registrant)
Dated: July ____, 1997 By:________________________________
Phillip G. Norton
Chairman and Chief Executive Officer
4
EXHIBIT INDEX
The following exhibits are filed as part of this report:
Exhibit No. Item
2.3 Agreement and Plan of Merger dated July 1, 1998, by and among
MLC Holdings, Inc., MLC Network Solutions of Virginia, Inc.,
PC Plus, Inc., and the Stockholders of PC Plus, Inc.
10.27 Employment Agreement between the Company and Nadim Achi
10.28 Escrow Agreement between the Company, Crestar Bank and Nadim Achi as
representative of the PC Plus, Inc. shareholders dated July 1, 1998
10.29 Amendment No. 3 dated June 30, 1998 to Credit Agreement dated June 5,
successor to 1997 between MLC Group, Inc. and First Union National Bank,
CoreStates Bank, N.A.
5