SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) JUNE 12, 1998
VDI MEDIA
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 0-21917 95-4272619
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
6920 SUNSET BOULEVARD
HOLLYWOOD, CALIFORNIA 90028
(Address of Principal Executive Offices) (Zip code)
(213) 957-5500
Registrant's telephone number, including area code
ITEM 2. ACQUISITION OF ASSETS.
On June 12, 1998 VDI Media (the "Company") closed an Asset Purchase
Agreement (the "Agreement"), dated as of June 11, 1998, with All Post, Inc.( the
"Seller"). Pursuant to the Agreement, the Company purchased certain assets of
the Seller. The Seller provides technical media services primarily to owners,
independent producers and distributors of television programming, feature films
and other entertainment content, which business the Company intends to continue.
The purchase price for the asset acquisition was $13,000,000. In addition,
the Company may be required pay an earn-out if the acquired business achieves a
specified gross profit target, subject to certain limitations described in the
Agreement. In addition the Company entered into lease agreements with the
Seller to occupy premises formerly used by All Post. The purchase price for the
All Post acquisition was funded from the Company's line of credit with Union
Bank of California.
The description of the Agreement contained herein, which does not purport
to be complete, is qualified in its entirety by reference to the Agreement,
which is attached as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Financial statements relating to this purchase are not currently
available. To the extent required, the Company intends to file such
financial statements by an amendment to this Current Report on
Form 8-K within 60 days of the date of the filing of this Report.
(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information relating to this purchase is not
currently available. To the extent required, the Company intends to
file such pro forma financial information by an amendment to this
Current Report on Form 8-K within 60 days of the date of the filing
of this Report.
(c) EXHIBITS
10.16 Asset Purchase Agreement, dated as of June 11, 1998,
by between VDI Media and All Post, Inc.
10.17 Lease Agreement, dated as of June 12, 1998,
by between VDI Media and All Post, Inc. [Hollywood Way premises]
10.18 Lease Agreement, dated as of June 12, 1998,
by between VDI Media and All Post, Inc. [Olive Street premises]
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.
VDI MEDIA
Date: June 26, 1998 /s/ Donald R. Stine
----------------------------
Donald R. Stine
Chief Financial Officer and
Treasurer