SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 1997
IMTEK OFFICE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-24464-NY 11-2958856
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8003 CORPORATE DRIVE, SUITE C, BALTIMORE, MARYLAND 21236
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 931-2054
Not applicable
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
In October 1997, the Registrant acquired substantially all of the
business of Beneficial Assistance, Inc. ("Beneficial"), a financial services
corporation specializing in viatical settlements, a fee-based business involving
the buying and reselling of life insurance policies owned by terminally ill
individuals. The acquisition was consummated through two separate transactions:
an asset purchase (the "Asset Purchase") and an exchange of stock (the
"Exchange"). Beneficial commenced operations effective January 1, 1997.
In October 1997, Imtek Services Corporation ("Services"), a direct
wholly-owned subsidiary of the Registrant, purchased a computer system from
Beneficial and entered into non-competition agreements with Brad C. Thompson,
Robert W. Hoover and Andrew J. Walter, the stockholders of Beneficial
(hereinafter, the "Beneficial Stockholders"), in exchange for a one-year
installment note payable to the Beneficial Stockholders in the aggregate
principal amount of $240,000, bearing interest compounded annually at a rate of
8% (the "Installment Note"). The Installment Note was paid in full prior to June
30, 1998.
Effective October 1, 1997, Beneficial distributed its assets, except
for approximately $35,000 in cash and the computer system purchased by the
Registrant in the Asset Purchase, and its liabilities, except for certain
contingent liabilities carried on the books of Beneficial, to the Beneficial
Stockholders (hereinafter, the "Distribution"), and ceased operations.
The Beneficial Stockholders then contributed the assets and liabilities
received in the Distribution to Thompson Business Products, Inc., a Maryland
corporation formed on October 10, 1997, in exchange for 50,000 shares of common
stock of Thompson, constituting all of the authorized share capital of Thompson
(the "Contribution").
Immediately following the Contribution, the Registrant acquired
Thompson in a transaction in which Services exchanged 1,000,000 shares of the
Registrant's common stock for all 50,000 shares of capital stock of Thompson.
The effect of the transaction was to make Thompson a direct wholly-owned
subsidiary of Services.
In addition to the 1,000,000 shares of the Registrant's common stock
paid by the Registrant in the Exchange, the Registrant and the Beneficial
Stockholders entered into an agreement to pay up to $185,000 to Messrs.
Thompson, Hoover and Walter in the event that certain revenue targets were met
as of September, 1998 (hereinafter, the "Earnout"). The targets were met and the
Earnout was paid by June, 1998.
The written agreements originally entered into by the parties in
connection with the Asset Purchase, the Exchange and the Earnout did not
accurately reflect the intentions of the parties nor the manner in which the
Asset Purchase, Exchange and Earnout was actually consummated. As a result, the
parties to the Asset Purchase, the Exchange and the Earnout entered into a
Restated Asset Purchase Agreement, a Restated Exchange Agreement, and the
Restated Earnout Agreement, respectively, on September 30, 1998, which are
incorporated by reference.
On December 23, 1997, Thompson changed its name to Imtek Funding
Corporation ("Funding"). Funding has continued Thompson's and Beneficial's
viatical settlement business, which has experienced significant growth. As a
result, the Registrant's revenues on a consolidated basis have increased
materially. The viatical settlement business is intrinsically different from the
office products and equipment sale and leasing business of the Registrant which
the Registrant otherwise conducts.
At the time Thompson became a wholly-owned subsidiary of Services, its
assets consisted of $1,200,000 in restricted cash held in customer escrow
accounts pending completion of the services for which Thompson was engaged by
its customers and a customer list. The restricted cash was treated as an asset
on Thompson's books, and the matching amounts held in the customer escrow
accounts were treated as a liability on Thompson's books. The consideration
provided by the Registrant in the Asset Purchase, Exchange and Earnout
represented a negotiated price.
The persons from whom the Thompson common stock was acquired were Brad
C. Thompson, Robert W. Hoover, Andrew J. Walter and certain members of their
respective families (collectively, the "Thompson Stockholders"). The 1,000,000
shares of Registrant's common stock received in the Exchange was distributed
pro-rata
2
to the Thompson Stockholders according to their ownership of Thompson capital
stock immediately prior to the Exchange.
On November 18, 1997, each of the Beneficial Stockholders became
directors of the Registrant, Brad C. Thompson became Chief Financial Officer and
Senior Vice President of the Registrant and Vice President of each of the
Registrant's subsidiaries, Robert W. Hoover became Executive Vice President of
the Registrant and Vice President of each of the Registrant's subsidiaries, and
Andrew J. Walter became president of Funding, Senior Vice President of the
Registrant and Vice President of each of the Registrant's subsidiaries. Andrew
J. Walter has resigned from all of his positions with the Registrant and its
subsidiaries effective July 1, 1998.
Prior to November 18, 1997, none of the Beneficial Stockholders were
officers, directors, or beneficial or record holders of the Registrant's
securities or otherwise affiliated with the Registrant or any of its affiliates,
directors, officers or associates of such directors or officers.
The funds used by the Registrant to pay the Earnout Obligation and
amounts due under the Installment Note were funds from earnings of the
Registrant earned in the ordinary course of its business.
3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Audited Financial Statements of Business Acquired for Period
Beginning January 1, 1997 (Commencement of Operations) to September 30, 1997.
Report of Independent Certified Public Accountants
Balance Sheet
Statement of Earnings
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
4
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Imtek Office Solutions, Inc.
We have audited the accompanying balance sheet of Beneficial Assistance, Inc. as
of September 30, 1997 and the related statements of earnings, stockholders'
equity and cash flows for the nine month period from January 1, 1997
(commencement of operations) through September 30, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Beneficial Assistance, Inc. as
of September 30, 1997, and the results of its operations and its cash flows for
the nine month period from January 1, 1997 (commencement of operations) through
September 30, 1997 in conformity with generally accepted accounting principles.
/s/ Grant Thornton LLP
- -----------------------
Grant Thornton LLP
BALTIMORE, MARYLAND
OCTOBER 26, 1998
5
BENEFICIAL ASSISTANCE, INC.
BALANCE SHEET
SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $ 58,082
Escrow deposits 1,279,929
Prepaid commissions 109,000
-----------
Total current assets 1,447,337
PROPERTY AND EQUIPMENT - AT COST
Computer equipment and software 11,163
Less accumulated depreciation (837)
-----------
10,326
-----------
$ 1,457,337
-----------
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of notes payable $ 16,390
Accounts payable - related party 46,600
Accounts payable - trade 17,888
Accrued liabilities 7,089
Customer escrow accounts 1,279,929
-----------
Total current liabilities 1,367,896
NOTES PAYABLE, net of current maturities of $16,000 56,610
COMMITMENTS AND CONTINGENCIES --
STOCKHOLDERS' EQUITY
Common stock, $.000001 par value; authorized
1,000 shares; 100 shares issued and outstanding --
Additional paid-in-capital 3,000
Retained earnings 29,831
-----------
32,831
-----------
$1,457,337
-----------
-----------
6
BENEFICIAL ASSISTANCE, INC.
STATEMENTS OF EARNINGS
PERIOD FROM JANUARY 1, 1997 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------
REVENUE
Viatical contract sales $5,423,585
COST OF REVENUE
Cost of viatical contracts 4,885,776
----------
Gross profit 537,809
SELLING AND GENERAL EXPENSES 502,950
INTEREST EXPENSE 5,028
----------
NET INCOME $ 29,831
----------
----------
EARNINGS PER SHARE
BASIC AND DILUTED INCOME PER COMMON SHARE $ 298.31
----------
----------
WEIGHTED AVERAGE SHARES OUTSTANDING 100
----------
----------
PRO FORMA DATA (UAUDITED)
Historical income before income taxes $ 29,831
Income taxes 9,660
----------
PRO FORMA NET INCOME $ 20,171
----------
----------
PRO FORMA BASIC AND DILUTED INCOME PER COMMON SHARE $ 201.71
----------
----------
PRO FORMA WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 100
----------
----------
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BENEFICIAL ASSISTANCE, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
PERIOD FROM JANUARY 1, 1997 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------
Common Stock Additional
------------------- Paid-in Retained Stockholders'
Shares Amount Capital Earnings Equity
------ ------ ------- -------- ------
BALANCE AT JANUARY 1, 1997 -- $ -- $ -- $ -- $ --
Issuance of common stock 100 -- 3,000 -- 3,000
Net income for the period -- -- -- 29,831 29,831
------ ------- ------ ------- -------
BALANCE AT SEPTEMBER 30, 1997 100 $ -- $3,000 $29,831 $32,831
------ ------- ------ ------- -------
------ ------- ------ ------- -------
8
BENEFICIAL ASSISTANCE, INC.
STATEMENT OF CASH FLOWS
PERIOD FROM JANUARY 1, 1997 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 29,831
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation 837
Changes in assets and liabilities
Accounts payable 17,888
Accrued expenses 7,089
Accounts payable - related party 46,600
Prepaid expenses (109,000)
---------
Net cash used in operating activities (6,755)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (11,163)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 3,000
Proceeds from notes payable 75,000
Repayment of notes payable (2,000)
---------
Net cash provided by financing activities 76,000
---------
NET INCREASE IN CASH 58,082
CASH AT BEGINNING OF YEAR --
---------
CASH AT END OF YEAR $ 58,082
---------
---------
DISCLOSURE OF CASH FLOW SUPPLEMENTAL INFORMATION:
Cash paid during the year for interest $ 1,313
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NOTE A - SUMMARY OF ACCOUNTING POLICIES
A summary of significant accounting policies applied in the preparation of
the accompanying financial statements follows.
DESCRIPTION OF BUSINESS
Beneficial Assistance, Inc. (the Company), a Maryland corporation, is
engaged in the purchase and resale of viaticated insurance policies of
terminally ill individuals. The Company contracts with individuals who
desire to sell their life insurance policies for cash. The Company conducts
this business through a broker network it has established throughout the
United States.
REVENUE RECOGNITION
The Company recognizes revenue on viatical contracts when title to the
policy has been transferred to the purchaser.
PROPERTY, PLANT AND EQUIPMENT
The Company provides depreciation and amortization for financial statement
purposes over the estimated useful lives of the fixed assets using the
straight-line method. Expenditures for maintenance and repairs are charged
to expense in the period the charges are incurred. Property, plant and
equipment is periodically reviewed to determine recoverability by comparing
the carrying value to expected future cash flows.
The Company depreciates computer hardware and software over a period of five
years.
USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
financial statements and revenue and expenses during the reporting period.
Actual results could differ from those estimates.
INCOME TAXES
The Company is taxed as an "S" Corporation. No income taxes have been
provided for on the earnings of the Company at September 30, 1997 as those
income taxes are payable personally by its stockholders. Accordingly, income
taxes are not provided for in these financial statements.
10
NOTE A - SUMMARY OF ACCOUNTING POLICIES - CONTINUED
EARNINGS PER SHARE
Basic earnings per share amounts have been computed based on the weighted
average number of common shares outstanding. Diluted earnings per share
amounts reflect the increase in weighted average number of common shares
outstanding that would result from the assumed conversion of dilutive
securities. For the period from January 1, 1997 (commencement of operations)
to September 30, 1997, the Company did not have any dilutive securities
outstanding.
FINANCIAL INSTRUMENTS
The Company's financial instruments include cash, accounts receivable,
accounts payable, and notes payable. The carrying amount of these financial
instruments approximates their fair market value.
NOTE B - ESCROW DEPOSITS AND CUSTOMER ESCROW ACCOUNTS
Prospective purchasers of viaticated life insurance policies deposit funds
in a "Viatical Trust" bank account administered by an independent trustee
(Trustee.) If the prospective purchaser decides not to purchase a policy,
the Trustee refunds the deposit, without interest. Upon a sale, the escrowed
funds are disbursed by the Trustee to the insured for the agreed purchase
price of the life insurance policy. The ownership of the policy is
transferred to the Trustee and the purchaser is designated as the
beneficiary. The Trustee also makes a disbursement to the Company including
fees to the Trustee for its services.
Upon sale the Trustee also deposits funds into a separate escrow account to
pay future premiums on the policy based upon the estimated remaining life of
the insured.
Upon the death of the insured, the Trustee collects the policy proceeds and
remits those funds to the purchaser.
NOTE C - NOTES PAYABLE
The Company has unsecured working capital notes payable to two unrelated
individuals which have an aggregate outstanding balance of $73,000 at
September 30, 1997. The notes require monthly payments ranging from $744 to
$850 and bear interest at 10%. The notes are due on August 1, 2001.
Scheduled maturities of notes payable for the next five year are as follows:
1998 $16,390
1999 17,810
2000 19,280
2001 19,520
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NOTE D - CONCENTRATIONS OF CREDIT RISKS
The Company maintains its escrow deposit balances at one financial
institution. The Federal Deposit Insurance Corporation insures deposits at
each institution up to $100,000. Balances in excess of this amount are
$1,179,929 at September 30. The Company has not experienced any losses in
such accounts and believes it is not exposed to a significant risk.
NOTE E - PRO FORMA INCOME TAXES (UNAUDITED)
Pro forma adjustments in the statement of earnings for the nine months ended
September 30, 1997 reflect a provision for income taxes based upon pro form
pretax income as if the Company had be subject to federal and additional
state and local income taxes.
As disclosed in Note A, the Company elected to be taxes as an S Corporation
pursuant to the Internal Revenue Code. The pro forma provision for income
taxes represents the income tax provisions that would have been reported had
the Company been subject to federal and additional state and local income
taxes for the nine months ended September 30, 1997. The effective pro forma
tax rate of the Company differs from the federal rate primarily due to the
effects of state income taxes and nondeductible expenses.
The pro forma provisions for income taxes, after giving effect to the
federal statutory rate and an approximate state tax provision after
reflecting the federal tax benefit, consists of the following:
Nine months ended September 30,
1997
---------------------------------
Federal $6,432
State 3,228
------
$9,660
------
------
The differences between pro forma tax expense shown in the statement of
earnings and the pro forma computed income tax expense based on the federal
statutory corporate rate are as follows:
Nine months ended September 30, 1997
-----------------------------------------------------
Income taxes at federal statutory rate 15.0%
State income taxes 7.0
Nondeductible meals and entertainment 10.3
----
32.3%
----
----
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NOTE F - COMMITMENTS AND CONTINGENCIES
Concurrent with the purchase of a policy, the Company escrows cash to fund
the premiums on the policy. The amount placed in escrow is equal to the
premiums required to fund the policy for the life expectancy of the viator.
It is possible that this liability will increase beyond the amount which has
been escrowed. As of September 30, 1997, the Company has recorded
approximately $7,100 to reserve against premium losses. In the opinion of
management, the ultimate outcome of this matter will not materially affect
the financial position, results of operations or liquidity of the Company.
NOTE G - RELATED PARTY TRANSACTIONS
The Company leases space and employees from Atlantic Marketing (Atlantic),
an entity owned by a stockholder. During the nine months ended September 30,
1997, the Company paid Atlantic $156,000 for such services.
The Company has $46,600 due to a related party at September 30, 1997 under a
working capital advance.
NOTE H - SUBSEQUENT EVENT
In October 1997, the Company was liquidated and the assets, net of the
liabilities, were distributed to Beneficial Assistance, Inc., an entity owned
by officers of the Company. Also, in October 1997, it was acquired by Imtek
Office Solutions, Inc. (Imtek), an entity owned by stockholders of the Company
in exchange for 1,000,000 shares of Imtek's common stock valued at $140,000
and cash of approximately $173,000.
13
(b) Pro Forma Financial Statements.
Introduction to Proforma Financial Statements
Unaudited Proforma Consolidated Balance Sheet
Proforma Statement of Earnings
Notes to Proforma Financial Statements
14
IMTEK OFFICE SOLUTIONS, INC.
PRO FORMA UNAUDITED CONDENSED FINANCIAL STATEMENTS
The following pro forma unaudited condensed balance sheet and statement of
earnings have been prepared by taking the balance sheet as of September 30, 1997
and statement of earnings for the year ended September 30, 1997 of Imtek Office
Solutions, Inc. (the "Company") and giving effect to the acquisition of
Beneficial Assistance, Inc. ("Beneficial") by the Company as if it occurred as
of January 1, 1997 (commencement of Beneficial's operations). The revenues and
results of operations included in the following pro forma unaudited condensed
statement of earnings are not considered necessarily to be indicative of
anticipated results of operations for periods subsequent to the transaction, nor
are they considered necessarily to be indicative of the results of operations
for the periods specified had the transaction actually been completed as of
January 1, 1997 (commencement of Beneficial's operations).
These financial statements should be read in conjunction with the notes to the
pro forma unaudited condensed balance sheet and statements of earnings, which
follow.
15
IMTEK OFFICE SOLUTIONS, INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------
Company Beneficial Pro Forma Pro
Historical Historical Adjustments Forma
--------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $ 29,118 $ 58,082 $ 87,200
Escrow deposits -- 1,279,929 1,279,929
Accounts receivable 393,062 393,062
Inventory 485,661 485,661
Notes recievable - related parties 20,466 20,466
Notes receivable - other 5,075 5,075
Deposit on equipment 40,000 40,000
Prepaid Expenses and other current assets -- 109,000 109,000
------------------------------------- -----------
Total current assets 973,382 1,447,011 -- 2,420,393
PROPERTY AND EQUIPMENT - LESS ACCUMULATED
depreciation and amortization 33,957 10,326 44,283
OTHER INTANGIBLE ASSETS 1,190,606(a),(b) 1,190,606
------------------------------------- -----------
TOTAL ASSETS $1,007,339 $1,457,337 $1,190,606 $3,655,282
------------------------------------- -----------
------------------------------------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Current maturities of notes payable $ -- $16,390 $16,390
Accounts payable - trade 81,825 17,888 99,713
Accounts payable - related party 73,063 46,600 119,663
Accrued expenses 35,411 7,089 42,500
Customer escrow accounts -- 1,279,929 1,279,929
Income taxes payable 20,600 20,600
Notes payable - related party 22,368 22,368
------------------------------------- -----------
TOTAL CURRENT LIABILITIES 233,267 1,367,896 -- 1,601,163
NOTES PAYABLE -- 56,610 56,610
COMMITMENTS AND CONTINGECIES -- --
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock 5 -- 5
Additional paid in capital 715,700 3,000 1,253,269(a) 1,971,969
Retained earnings 58,367 29,831 (62,663)(b) 25,535
------------------------------------- -----------
Total stockholders' equity 774,072 32,831 1,190,606 1,997,509
------------------------------------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,007,339 $1,457,337 $1,190,606 $3,655,282
------------------------------------- -----------
------------------------------------- -----------
The accompanying notes are an integral part of these financial statements.
16
IMTEK OFFICE SOLUTIONS, INC. AND SUBSIDIARIES
PROFORMA STATEMENT OF EARNINGS
(UNAUDITED)
Year Ended September 30, 1997
Company Beneficial Pro Forma Pro
Historical Historical(c) Adjustments Forma
----------- ------------- ----------- -----------
Revenue
Equipment and supplies $ 2,094,972 $ -- $ -- $ 2,094,972
Merchant banking 5,423,585 5,423,585
----------------------------------------------------------
2,094,972 5,423,585 -- 7,518,557
Cost of revenue
Equipment related costs 1,868,703 -- -- 1,868,703
Merchant banking -- 4,885,776 -- 4,885,776
----------------------------------------------------------
Total cost of fees and sales 1,868,703 4,885,776 -- 6,754,479
----------------------------------------------------------
Gross profit 226,269 537,809 -- 764,078
Selling and General Expense 153,836 502,950 62,663(b) 719,449
----------------------------------------------------------
Operating income (loss) 72,433 34,859 (62,663) 44,629
Interest expense (income) (6,534) 5,028 -- (1,506)
----------------------------------------------------------
before provision for income taxes 78,967 29,831 (62,663) 46,135
Provision for income taxes 20,600 9,660 -- 30,260
----------------------------------------------------------
NET INCOME (LOSS) $ 58,367 $ 20,171 $ (62,663) $ 15,875
----------------------------------------------------------
----------------------------------------------------------
Earnings (loss) per share:
Basic $ 0.03 $ 0.00
Diluted $ 0.03 $ 0.00
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 2,253,425 1,000,000 3,253,425
Diluted 2,253,425 1,000,000 3,253,425
The accompanying notes are an integral part of these financial statements.
17
Notes to Pro Forma Balance Sheet and Statement of Earnings
(a) To record the goodwill associated with the transaction.
(b) To amortize the goodwill associated with the transaction based upon a
fifteen-year life.
(c) Beneficial commenced operations on January 1, 1997.
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(c) Exhibits.
Exhibit Index and Description:
Number Description
------ -----------
27 Financial Data Schedule
99 Additional Exhibits
99.1 Restated Beneficial Assistance Asset Purchase Agreement
dated September 30, 1998 but made effective October 1,
1997, fully set forth as Exhibit 2.1 of the Annual
Report of Registrant filed on Form 10-K on October 13,
1998, and incorporated herein by reference.
99.2 Restated Thompson Exchange Agreement dated September 30,
1998 but made effective October 30, 1997, fully set
forth as Exhibit 2.2 of the Annual Report of Registrant
filed on Form 10-K on October 13, 1998, and incorporated
herein by reference.
99.3 Restated Earnout Agreement dated September 30, 1998 but
made effective October 30, 1997, fully set forth as
Exhibit 2.3 of the Annual Report of Registrant filed on
Form 10-K on October 13, 1998, and incorporated herein
by reference.
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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.
IMTEK OFFICE SOLUTIONS, INC.
(Registrant)
Date: June 15, 1999 By: /s/ Edwin C. Hirsch
-----------------------------
Edwin C. Hirsch, President
20