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) September 4, 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 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 September 4, 1998, Creative, a Maine corporation ("Creative"), merged
(the "Merger") with and into Creative Acquisition Corp., a Texas corporation
("Sub") and a wholly-owned subsidiary of Precept Business Services, Inc., a
Texas corporation (the "Company"), pursuant to that certain Agreement and Plan
of Merger dated as of September 1, 1998 by and among the Company, Sub, Creative,
and each of Edward Curtis and Robert Bazinet, the stockholders of Creative. As
a result of the Merger, Sub succeeded to the business of Creative, including all
of its assets and liabilities, and the Company became the indirect owner
(through Sub) of such business. Creative, based in Bangor, Maine, provided
printed products, distribution services and information solutions to business
customers throughout the New England states.
To the best knowledge of the Company, at the time of the Merger there was
no material relationship between (i) Creative 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 in the Merger was
$10,819,441, payable $4,359,241 in cash and $6,460,200 by the issuance of
2,463,844 shares of the Company's Class A Common Stock, par value $.01 (fully
registered under the Company's Registration Statement on Form S-4, as amended
(No. 333-42689)). The consideration for the acquisition was determined by
arms-length negotiations between the parties to the Agreement and Plan of
Merger.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
The financial statements required by this item will be filed by amendment
to this initial report on Form 8-K on or before November 18, 1998.
(b) Pro forma financial information
None required pursuant to Regulation S-X.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger by and among Precept Business
Services, Inc., Creative Acquisition Corp., Creative, and
Edward Curtis and Robert Bazinet (1)
99.1 Press Release issued by Precept Business Services, Inc.
dated September 8, 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: September 17, 1998 By: /s/ DAVID L. NEELY
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David L. Neely
Chairman of the Board and Chief
Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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2.1 Agreement and Plan of Merger by and among Precept Business Services,
Inc., Creative Acquisition Corp., Creative and Edward Curtis and
Robert Bazinet. (1)
99.1 Press Release issued by Precept Business Services, Inc. dated
September 8, 1998. (1)
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(1) Filed herewith
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