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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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 28, 2000
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PROCOM TECHNOLOGY, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
CALIFORNIA 0-21053 33-0268063
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION
INCORPORATION) NUMBER)
58 DISCOVERY,
IRVINE, CA 92618
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
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(949) 852-1000
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 28, 2000, the Registrant acquired all of the issued and
outstanding capital stock of Scofima Software S.r.l., a company organized under
the laws of Italy ("Scofima"), in exchange for 480,000 shares of the
Registrant's common stock, valued at $12 per share, the average price of the
Registrant's common stock for the five days prior to December 28, 2000, for a
total purchase price paid of approximately $5.76 million, plus approximately
$0.2 million in transaction costs. The acquisition will be accounted for under
the purchase method. The Registrant has agreed to file a registration statement
covering the shares issued to the shareholders of Scofima not later than March
28, 2001.
Scofima had an option to acquire a software system designed as a caching
and content distribution solution. Immediately prior to the Registrant's
acquisition of Scofima, Scofima exercised its option, and acquired the software
system. The software system has not yet been completed nor marketed, and the
Registrant expects that it will complete the software and offer it with its
network attached storage solution devices.
None of the shareholders of Scofima has any material relationship with
the Registrant or any of its affiliates, any director or officer of the
Registrant, or any associate of any such director or officer, other than an
employment relationship between a subsidiary of the Registrant and one of the
shareholders of Scofima.
The Registrant has engaged an independent appraiser to prepare a
valuation of the assets acquired in the transaction. The Registrant expects that
it will incur a one-time in-process research and development charge of
approximately $4.3 million in the quarter ended January 31, 2001 as a result of
its acquisition, with the remaining purchase price to be allocated to assembled
workforce, developer relationships and other goodwill.
As Scofima does not constitute a significant business under Regulation
S-X, the financial statements and pro forma financial information regarding
Scofima are not required to be provided.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit No. Description
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2.1 Stock Purchase Agreement, dated December 28, 2000, among Procom
Technology, Inc., (Buyer) and Angelo Finotti, Riccardo Finotti
and Massimiliano Finotti (Sellers)(incorporated by reference to
Exhibit 2.1 in the Current Report on Form 8-K filed January 12,
2001)
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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.
PROCOM TECHNOLOGY, INC.
Date: March 27, 2001 By: /s/ Alex Razmjoo
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Name: Alex Razmjoo
Title: Chairman of the Board,
President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Stock Purchase Agreement, dated December 28, 2000, among Procom
Technology, Inc., (Buyer) and Angelo Finotti, Riccardo Finotti
and Massimiliano Finotti (Sellers)(incorporated by reference to
Exhibit 2.1 in the Current Report on Form 8-K filed January 12,
2001)