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:) May 15, 1998
Commission File Number 0-28840
Information Management Resources, Inc.
(Exact Name of Registrant as Specified in its Charter)
Florida 59-2911475
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
26750 U.S. Highway 19 North
Suite 500
Clearwater, Florida 33761
(Address of Principal Executive Offices and Zip Code)
(813)797-7080
(Registrant's Telephone Number, Including Area Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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Pursuant to an Agreement signed May 15, 1998, the Company
agreed to acquire 100% of the outstanding shares of Lyon
Consultants, S.A. ("Lyon"), a privately held software
engineering company headquartered in Paris, France from its
five owners, Jean Rene Lyon, Pierre Barberis, Marie-Amelie
Barberis, Romain Barberis and Didier Lamour (collectively
referred to as "Sellers"). Lyon specializes in rapid software
application development, utilizing reusable business and
technical software objects, and information technology
consulting. Lyon currently provides these services to large
European and American companies, with a strong emphasis on the
insurance, banking, utility and manufacturing industries. For
the year ended December 31, 1997, Lyon was profitable with
revenue of approximately $13,700,000. Lyon's assets consist
primarily of cash, marketable securities and accounts
receivable.
The purchase price of Lyon consists of $16.0 million in cash
and 499,353 unregistered shares of IMR's common stock with a
value of $12.3 million on the date of the transaction.
Additional payments, not to exceed $3.0 million and 32,503
unregistered shares of IMR's common stock, will be payable to
the Sellers if certain financial targets are achieved in 1998.
The purchase price was determined through negotiations between
the Company and the Sellers. Cash was paid out of the
Company's working capital. A more detailed description of the
transaction is contained in the Agreement filed as Exhibit 2.1
and hereby incorporated by reference.
The Lyon acquisition will be accounted for as a purchase
pursuant to APB No. 16, "Business Combinations" and resulting
goodwill will be amortized over a 10 year period. A portion of
the acquisition price will be expensed in the quarter ending
June 30, 1998 as acquired in-process research and development
in accordance with Financial Accounting Standard (FAS) No. 2.
Management is in the process of determining the amount of
acquired in-process research and development.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Lyon Consultants, S.A.
Financial statements for Lyon Consultants, S.A. prepared
in accordance with Regulation S-X and required to be
filed pursuant to this section are not available at this
time. Such financial statements will be filed by
Information Management Resources, Inc. as soon as
practicable by an amended Current Report on Form 8-K
which will be filed within 60 days after May 30, 1998.
(b) Pro Forma Financial Information
The pro forma financial statements of Information
Management Resources, Inc. required to be filed pursuant
to this section are not available at this time. Such pro
forma financial information will be filed by Information
Management Resources, Inc. as soon as practicable by an
amended Current Report on Form 8-K which will be filed
within 60 days after May 30, 1998.
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(c) Exhibits:
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Number Description
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2.1 Share Purchase Agreement - Acquisition of
Lyon Consultants, S.A. dated May 15, 1998
for the acquisition of "Lyons" between
Information Management Resources, Inc.
(Buyer) and Jean Rene Lyon, Pierre
Barberis, Marie-Amelie Barberis, Romain
Barberis and Didier Lamour (Sellers).
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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 thereunto duly authorized.
INFORMATION MANAGEMENT RESOURCES, INC.
Date May 28, 1998
/s/ Satish K. Sanan
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Chief Executive Officer
Date May 28, 1998
/s/ Robert M. Molsick
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Chief Financial Officer
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