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) APRIL 13, 1998
PRECEPT BUSINESS SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Texas 000-23735 75-2487353
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
1909 Woodall Rodgers Freeway, Suite 500, Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 754-6600
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 13, 1998, Precept Business Services, Inc., a Texas corporation
(the "Company"), through a wholly owned subsidiary, acquired all of the
issued and outstanding stock of InfoGraphix, Inc., a Massachusetts
corporation ("InfoGraphix"), pursuant to that certain Stock Purchase
Agreement dated as of April 8, 1998 by and among the Company, Precept
Business Products, Inc., a Delaware corporation and a wholly owned subsidiary
of the Company, InfoGraphix and James Gorin, the President and sole
stockholder of InfoGraphix. Boston-based InfoGraphix is a single source
provider of products and services to corporate marketing departments and a
distributor of document management services.
To the best knowledge of the Company, at the time of the acquisition of
InfoGraphix there was no material relationship between (i) InfoGraphix on the
one hand and (ii) the Company, or any of its affiliates, its shareholders,
any director or officer of the Company, or any associate of such director or
officer on the other.
The aggregate consideration paid by the Company as a result of the
acquisition of InfoGraphix was $9,125,000, payable by the issuance of
2,058,077 shares of the Company's Class A Common Stock, par value $.01. The
consideration for the acquisition was determined by arms-length negotiations
between the parties to the Stock Purchase Agreement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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2.1 Stock Purchase Agreement by and among Precept Business
Products, Inc., Precept Business Services, Inc.,
InfoGraphix, Inc. and James Gorin (1)
4.1 Amended and Restated Articles of Incorporation (2)
4.2 Bylaws (2)
4.3 Form of the Company's Class A Common Stock Certificate (2)
99.1 Press Release issued by Precept Business Services, Inc.
dated April 23, 1998 (1)
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(1) Filed herewith
(2) Previously filed as an exhibit to the Company's Registration Statement
on Form S-4/A (No. 333-42689) and incorporated herein by reference
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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.
PRECEPT BUSINESS SERVICES, INC.
Date: April 28, 1998 By: /s/ David L. Neely
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David L. Neely
Chairman and CEO
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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2.1 Stock Purchase Agreement by and among Precept Business Products, Inc.,
Precept Business Services, Inc., InfoGraphix, Inc. and James Gorin.
(1)
4.1 Amended and Restated Articles of Incorporation (2)
4.2 Bylaws (2)
4.3 Form of the Company's Class A Common Stock Certificate (2)
99.1 Press Release issued by Precept Business Services, Inc. dated April
23, 1998. (1)
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(1) Filed herewith
(2) Previously filed as an exhibit to the Company's Registration Statement
on Form S-4/A (No. 333-42689) and incorporated herein by reference
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