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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 29, 1999
SPATIAL TECHNOLOGY INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-288-42 84-1035353
(State of Incorporation) (Commission File Number) (IRS Employer Identification No)
2425 55TH STREET, SUITE 100
BOULDER, COLORADO 80301
(303) 544-2900
(Address of Principal Executive Offices
and telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On June 29, 1999 (the "CLOSING DATE"), pursuant to the terms of the Asset
Purchase Agreement, by and between Spatial Technology Inc., a Delaware
corporation (the "COMPANY") and Sven Technologies, Inc., a California
corporation ("SVEN") (the "PURCHASE AGREEMENT"), the Company acquired from Sven
certain of the assets and liabilities of Sven, in consideration for the issuance
of 96,931 shares (the "SHARES") of the Company's Common Stock and $500,000 cash
(the "CASH CONSIDERATION") (the "ACQUISITION"). The purchase price was
determined through negotiations between the Company and Sven.
In connection with the Acquisition, the parties to the Purchase
Agreement also executed an Escrow Agreement, pursuant to which ten percent (10%)
of the Shares, ten percent (10%) of the Cash Consideration, 96,930 shares of the
Company's Common Stock (the "EARN-OUT SHARES") and a warrant to purchase 250,000
shares of the Company's Common Stock at an exercise price of $12.50 per share
(the "WARRANT") will be held in escrow for the purpose of securing the
indemnification obligations of Sven pursuant to the Purchase Agreement. Pursuant
to the Escrow Agreement, the escrowed Shares and the escrowed Cash Consideration
will be released to Sven on the one (1) year anniversary of the Closing Date. In
addition, the Earn-out Shares and the Warrant will be released to Sven upon the
attainment of certain objectives relating to the recognition of revenue from the
sale of products acquired from Sven.
The forward looking statements contained herein involve risks and
uncertainties. Actual results and developments may differ materially from those
described herein, due to a number of factors, including future performance and
additional factors discussed in the Company's most recent Form 10-KSB.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) To be filed by amendment within 60 days of the date of this report.
(b) To be filed by amendment within 60 days of the date of this report.
(c) Exhibits
Exhibit Description
Number of Document
10.35 Asset Purchase Agreement, by and between the Company
and Sven, dated as of June 29, 1999.
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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.
SPATIAL TECHNOLOGY INC.
Date: July 14, 1999 /s/ Todd S. Londa
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Todd S. Londa
Vice President, Administration and
Corporate Controller
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EXHIBIT INDEX
Exhibit Description
Number of Document
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10.35 Asset Purchase Agreement, by and between the Company
and Sven, dated as of June 29, 1999.