UNITED STATES
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): DECEMBER 11, 1998
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VAUGHN COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA
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(State or other jurisdiction of incorporation)
0-15424 41-0626191
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Commission File Number I.R.S. Employer
Identification number
5050 W. 78th Street, Minneapolis, Minnesota 55435
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(Address of principal executive offices) Zip code)
Issuer's telephone number, including area code: (612) 832-3200
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N/A .
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
MERGER AGREEMENT SIGNED
Vaughn Communications, Inc. (the "Company") entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement") with Twin Acquisition
Corp., an indirect wholly-owned subsidiary of Allied Digital Technologies
Corp. ("Allied").
The transactions contemplated by the Merger Agreement have been approved
unanimously by the Company's Board of Directors. Under the terms of the
Merger Agreement, which is subject to approval by a majority of the Company's
shareholders, regulatory review and other conditions, shareholders will
receive $10.00 per share in cash. Following the merger, the capital stock of
the Company will no longer be publicly traded. The merger is expected to be
completed in late February 1999.
Allied is one of the leading multimedia duplicators of CDs, CD-ROM,
audio cassettes and video cassettes serving the entertainment and computer
software industries in the United States. It is a project management
supplier capable of performing every phase of a job from concept designing to
delivery of the finished product in any media format.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated December 11, 1998 among Twin
Acquisition Corp., Allied Digital, Inc. and Vaughn Communications, Inc.
without exhibits and schedules.
2.2 Option Termination and Grant Agreement dated December 11, 1998
among Allied Digital Technologies Corp., Vaughn Communications, Inc. and E.
David Willette.
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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 behalf of the
undersigned thereunto duly authorized.
VAUGHN COMMUNICATIONS, INC.
Dated: December 22, 1998 By /S/ E. David Willette
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E. David Willette
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE
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2.1 Agreement and Plan of Merger
dated December 11, 1998 among
Twin Acquisition Corp., Allied
Digital, Inc. and Vaughn
Communications, Inc.
without exhibits and schedules.
2.2 Option Termination and Grant
Agreement dated December 11,
1998 among Allied Digital
Technologies Corp., Vaughn
Communications, Inc. and E.
David Willette
4