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) June 19, 1998
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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 Rogers Freeway, Suite 500, Dallas, Texas 75201
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code 214-754-6000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 19, 1998 Precept Business Services, Inc., a Texas corporation (the
"Company"), through a wholly owned subsidiary, acquired all of the issued and
outstanding stock of MBF Corporation, a Louisiana corporation ("MBF"),
pursuant to that certain Stock Purchase Agreement dated as of June 13, 1998
by and among the Company, Precept Business Products, Inc. a Delaware
corporation and a wholly owned subsidiary of the Company, MBF and J.D. Greco,
the President and sole stockholder of MBF. Louisiana-based MBF is a single
source distributor of printed products, distribution services and information
solutions.
To the best knowledge of the Company, at the time of the acquisition of MBF
there was no material relationship between (i) MBF 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 MBF was $10,570,111 payable by the issuance of 3,796,735
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.
(b) Pro forma financial information
The pro forma financial information required pursuant to Article 11 of
Regulation S-X will be filed by amendment to this initial report on Form
8-K on or before September 8, 1998.
(c) Exhibits
Exhibit No. Description
2.1 Stock Purchase Agreement by and among Precept Business
Products, Inc., Precept Business Services, Inc., MBF
Corporation and J.D. Greco. (1).
99.1 Press Release issued by Precept Business Services, Inc.
dated June 22, 1998 (1).
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(1) Filed herewith
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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: July 6, 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., MBF
Corporation and J.D. Greco. (1).
99.2 Press Release issued by Precept Business Services, Inc. dated
June 22, 1998 (1).
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(1) Filed herewith
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