UNITED STATES
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
March 17, 1998
Date of Report(date of earliest event reported)
Commission File Number 0-22472
ADAPTIVE SOLUTIONS, INC.
________________________________________________________________________
(Exact name of registrant as specified in its charter)
Oregon 93-0981962
________________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 N.W. COMPTON DRIVE, SUITE 340, BEAVERTON, OR 97006
________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(503) 690-1236
________________________________________________________________________
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OF ASSETS
Adaptive Solutions, Inc., an Oregon corporation (the "Registrant"),
purchased all of the outstanding common shares of Mimetics S.A. ("Mimetics"),
a French company, which develops and markets high accuracy, high speed data
entry recognition software for reading printed documents, in a transaction
dated March 2, 1998. Prior to the March 2, 1998 transaction, the Registrant
had approximately a 4% ownership interest in Mimetics. Additionally, the
Registrant held $337,000 in Mimetics convertible debentures bearing interest
at 5% per annum. The consideration paid to Mimetics shareholders for the
outstanding common shares of Mimetics was approximately 305,000 shares of the
Registrants Common Stock, and warrants to purchase 185,000 shares of the
Registrants Common Stock at $3.00 per share. Registrant has agreed to
register the shares of Common Stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired. The Registrant will
file the required financial statements of the business acquired under the
cover of an amendment to this Current Report on Form 8-K as soon as
practicable, but in no event later than 60 days after the date on which this
Current Report on Form 8-K was required to have been filed.
(b) Pro Forma Financial Information. The Registrant will file the
required pro forma financial information under the cover of an amendment to
this Current Report on Form 8-K as soon as practicable, but in no event later
than 60 days after the date on which this Current Report on Form 8-K was
required to have been filed.
EXHIBITS
28.1 Press Release dated March 9, 1998, relating to the Event.
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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.
Dated: March 17, 1998 ADAPTIVE SOLUTIONS, INC.
By: /s/ Richard L. Boonstra
___________________________
Richard L. Boonstra
Controller
(Principal Financial and Accounting Officer)
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ADAPTIVE SOLUTIONS, INC.
EXHIBIT INDEX
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Document Page
28.1 Press Release dated March 9, 1998, relating to the Event 6
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
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PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION, CONTACT:
Daniel J. Meub Fletcher Chamberlin
President and CEO Investor Relations Counsel
Adaptive Solutions, Inc. Harris Massey Herinckx
(503) 690-1236 (503) 973-9226
ADAPTIVE SOLUTIONS COMPLETES ACQUISITION OF MIMETICS, S.A. OF FRANCE
Beaverton, OR - March 9, 1998 -Adaptive Solutions Inc. (NASDAQ:ADSO) today
announced that it has completed its previously-announced acquisition of
Mimetics, S.A. of Paris, France. Mimetics develops and markets high accuracy,
high speed data entry recognition software for reading printed documents.
"This is an important step in our strategy to become a leader in Computer
Assisted Data Entry (CADE)," said Dan Meub, president and chief executive
officer of Adaptive Solutions. "Mimetics' highly-trainable, neural-net-based
software is substantially faster and more accurate than anything else we've seen
in the CADE marketplace today. Together with the next-generation OCR and ICR
software that we purchased from Eastman Kodak, we plan to use this software to
deliver breakthrough data entry products in several releases scheduled for this
year. We also expect positive contribution and growth from last year's $1.2M in
revenue and believe Mimetics will give us a beachhead from which to expand sales
in Europe."
Adaptive Solutions issued 305,000 shares of common stock and 200,000 warrants to
purchase common stock at $3.00 per share to the shareholders of Mimetics, which
is privately held. A portion of the purchase will involve in-process research
and development assets, which will be evaluated and may be written off during
Adaptive Solutions first quarter. Prior to the transaction announced today,
Adaptive Solutions has held a minority ownership in Mimetics since 1996, when
the two companies entered into a strategic partnership.
This press release contains forward-looking statements which involve risks and
uncertainties that could cause actual results to differ materially from those
anticipated in the forward-looking statements, including, without limitation,
integration of Mimetics into Adaptive Solutions' future
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products, continued growth in Mimetics' sales, development of additional
sales of Kodak OCR products from new and existing customers and
implementation of the company's plans to add to acquired product lines. The
forward-looking statements should be considered in light of those risks and
uncertainties.
Adaptive Solutions, headquartered in Beaverton, Oregon, was founded in 1988
and pioneered data parallel processing for advanced pattern recognition,
image processing, and intelligent character recognition applications. Today,
Adaptive Solutions provides productive, mission critical, data entry through
standards-based Computer Assisted Data Entry (CADE) solutions.
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