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) NOVEMBER 17, 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 November 17, 1998 VDI Media (the "Company") consummated an Asset
Purchase Agreement (the "Agreement"), dated as of November 9, 1998, with DUBS
Incorporated (the "Seller") and the Seller's shareholders. Pursuant to the
Agreement, the Company purchased substantially all of the assets of the
Seller, including all of the business, properties, assets and rights of any
kind, whether tangible or intangible, real or personal, owned by the Seller
or in which the Seller has any interest on the closing date. The Seller
provides technical media services (including the duplication and
distribution of broadcast quality video tapes) 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 this acquisition consisted of (i) a cash payment
of approximately $6.9 million (of which $1.5 million was held back to secure
any required post-closing purchase price adjustments), (ii) the assumption of
the Seller's trade payables, and (iii) the repayment of approximately $4.0
million of the Seller's long term debt. In addition, the Company may be
required to make a contingent earn-out payment (payable in shares of its
common stock) if the acquired business achieves specified EBITDA targets,
subject to certain limitations described in the Agreement (up to a maximum
contingent payment of $3.3 million worth of common stock, valued generally as
of the closing date). The Company paid the cash and repaid indebtedness
portion of the purchase price from the proceeds of its amended and restated
credit agreement with Union Bank of California, N.A., as Agent, which it
entered into on November 17,1998.
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
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10.19 Asset Purchase Agreement, dated as of November 9, 1998, by and
between VDI Media, DUBS Incorporated, Vince Lyons and Barbara
Lyons.
10.20 Amended and Restated Credit Agreement, dated as of November 17,
1998, by and between VDI Media, as Borrower, Fast Forward, Inc.
and Multi-Media Services as Guarantors, and Union Bank of
California, N.A., as Agent.
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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 thereunto duly authorized.
VDI MEDIA
Date: December 2, 1998 /s/ Donald R. Stine
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Donald R. Stine
Chief Financial Officer and Treasurer
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