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) February 2, 1998.
CTI GROUP (HOLDINGS) INC.
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(Exact name of registrant as specified in charter)
Delaware 0-10560 51-0308583
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(State or other jurisdic- (Commission File Number) (IRS Employer
tion of incorporation) Identification No.)
901 South Trooper Road, Valley Forge, PA 19484
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 610-666-1700
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N/A
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(Former name or former address, if changed since last report.)
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Exhibit Index appears on Page 5.
Item 2. Acquisition or Disposition of Assets
On February 2, 1998 (the "Closing Date"), pursuant to the terms of
that certain Asset Purchase Agreement (the "Agreement"), dated as of
February 2, 1998, by and among CTI Group (Holdings) Inc. (the
"Company"), CTI Data Solutions (International) Ltd., an English
company and a wholly-owned subsidiary of the Company ("CTI
International") and Siemens plc, an English company ("Siemens"), CTI
International acquired the assets and substantially all the
liabilities of Siemens' Databit business division ("Databit").
Databit is engaged in the business of the design, development,
marketing, distribution, licensing, maintenance and support of
telecommunications call management software and services and owns
various license and contract rights, copyrights, trademarks, trade
secrets and other intellectual property and assets relating to these
products and services.
The purchase price was paid by CTI International in the form of a
$2,000,000 Secured Promissory Note (the "Note") executed by CTI
International in favor of Siemens. The Note calls for CTI
International to pay annual interest of ten percent (10%) quarterly in
arrears until February 2, 2001 (the "Maturity Date"). The principal
amount of the Note is due on the Maturity Date. The Company executed
a Guaranty (the "Guaranty") in favor of Siemens to guarantee CTI
International's performance under the Note. Siemens was also granted
a security interest in the assets of Databit purchased by CTI
International, pursuant to a Debenture (the "Debenture") executed by
CTI International in favor of Siemens, and all of the assets of the
Company, including the Company's ownership interest in each of the
Company's wholly-owned subsidiaries, pursuant to a Security Agreement
(the "Security Agreement") and a Collateral Pledge Agreement (the
"Pledge Agreement") executed by the Company in favor of Siemens.
Copies of the Agreement, the Note, the Guaranty, the Debenture, the
Security Agreement and the Pledge Agreement are attached hereto as
Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
It is impracticable for the Company to provide the required
financial statements for Databit at the time of the filing of
this report. The Company undertakes to file such financial
statements as an amendment of this Form 8-K as soon as
practicable after the date hereof, but in no event later than 60
days after the date on which this report on Form 8-K is required
to be filed.
(b) Pro Forma Financial Information.
It is impracticable for the Company to provide the required pro
forma
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financial information relating to the acquisition at the time of
the filing of this report. The Company undertakes to file such
pro forma financial information as an amendment to this Form 8-K
as soon as practicable after the date hereof, but in no event
later than 60 days after the date on which this report on Form
8-K is required to be filed.
(c) Exhibits
2.1 Form of Asset Purchase Agreement by and among CTI Group
(Holdings), Inc., CTI Data Solutions (International)
Ltd. and Siemens plc dated February 2, 1998 (excluding
any exhibits and schedules thereto).
10.1 Form of $2,000,000 Secured Promissory Note executed by
CTI Data Solutions (International) Ltd. in favor of
Siemens plc dated February 2, 1998 (excluding any
exhibits and schedules thereto).
10.2 Form of Guaranty executed by CTI Group (Holdings), Inc.
in favor of Siemens plc dated February 2, 1998
(excluding any exhibits and schedules thereto).
10.3 Form of Debenture executed by CTI Data Solutions
(International) Ltd. in favor of Siemens plc dated
February 2, 1998 (excluding any exhibits and schedules
thereto).
10.4 Form of Security Agreement between CTI Group
(Holdings), Inc. and Siemens plc dated February 2, 1998
(excluding any exhibits and schedules thereto).
10.5 Form of Collateral Pledge Agreement executed by CTI
Group (Holdings), Inc. in favor of Siemens plc dated
February 2, 1998 (excluding any exhibits and schedules
thereto).
99.1 Press Release, dated February 3, 1998.
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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.
CTI GROUP (HOLDINGS) INC.
(Registrant)
Date: February 17, 1998 By: /s/ Mark H. Daugherty
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Name: Mark H. Daugherty
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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2.1 Form of Asset Purchase Agreement by and among CTI Group (Holdings),
Inc., CTI Data Solutions (International) Ltd. and Siemens plc dated
February 2, 1998 (excluding any exhibits and schedules thereto).
10.1 Form of $2,000,000 Secured Promissory Note executed by CTI Data
Solutions (International) Ltd. in favor of Siemens plc dated
February 2, 1998 (excluding any exhibits and schedules thereto).
10.2 Form of Guaranty executed by CTI Group (Holdings), Inc. in favor
of Siemens plc dated February 2, 1998 (excluding any exhibits and
schedules thereto).
10.3 Form of Debenture executed by CTI Data Solutions (International) Ltd.
in favor of Siemens plc dated February 2, 1998 (excluding any exhibits
and schedules thereto).
10.4 Form of Security Agreement between CTI Group (Holdings), Inc. and
Siemens plc dated February 2, 1998 (excluding any exhibits and
schedules thereto).
10.5 Form of Collateral Pledge Agreement executed by CTI Group (Holdings),
Inc. in favor of Siemens plc dated February 2, 1998 (excluding any
exhibits and schedules thereto).
99.1 Press Release, dated February 3, 1998.