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): May 28, 2004
MANCHESTER TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
New York 0-21695 11-2312854
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) I.D. Number)
160 Oser Avenue, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 435-1199
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
Manchester Technologies, Inc. ("Manchester") announced by press release on May
28, 2004 that on such date it had sold its information technology fulfillment,
professional services, and enterprise software development and operations
consulting business to ePlus, inc. ("ePlus"). The transaction involved the sale
to ePlus of the customer list of this business and certain related equipment,
the assumption by ePlus of certain contracts and liabilities pertaining to this
business, the hiring by ePlus of approximately 135 Manchester employees involved
in the business, and an option to purchase certain inventory of the business to
be determined at a subsequent date. The transaction did not include, and
Manchester retained, the balance of the inventory and all of the accounts
receivable of this business. Manchester will continue distributing display
technology solutions and plasma display monitors and computer hardware primarily
to dealers and system integrators. The press release is attached hereto as
Exhibit 99 and incorporated by reference herein. The sale was made pursuant to
an Asset Purchase and Sale Agreement dated May 28, 2004 by and between ePlus
Technology, Inc., a wholly owned subsidiary of ePlus, and Manchester. The
purchase price for the acquisition was approximately $5.2 million dollars, of
which approximately $250,000 is held in escrow. The escrow will be released when
Manchester delivers to ePlus unaudited financial statements for the quarter
ending April 30, 2004 and from May 1, 2004 to May 28, 2004, which Manchester
anticipates will occur on or before September 15, 2004.
For a ninety-day period, which may be extended at the option of ePlus for up to
a maximum of four 30-day periods, Manchester will perform certain operational
and hosting services ("Services") for ePlus to facilitate the transition of the
business to ePlus in an efficient and effective manner. Manchester will be
reimbursed for substantially all of its costs incurred in providing the
Services.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The pro forma financial information required by item 7 of Form 8-K will be filed
by amendment. The following exhibits are filed herewith:
Exhibits Description
2 Asset Purchase and Sale Agreement by and between ePlus
Technology, Inc. and Manchester Technologies, Inc. dated May
28, 2004.
2.1 Services Agreement by and between ePlus Technology, Inc. and
Manchester Technologies, Inc. dated May 28, 2004.
2.2 Escrow Agreement by and between ePlus Technology, Inc.,
Manchester Technologies, Inc. and Joel Rothlein, as Escrow
Agent, dated May 28, 2004.
2.3 Sub-Lease by and between Manchester Technologies, Inc. and
ePlus Technology, Inc., dated May 28, 2004.
2.4 Sub-Lease by and between Manchester Technologies, Inc. and
ePlus Technology, Inc., dated May 28, 2004.
2.5 Sub-Lease by and between Manchester Technologies, Inc. and
ePlus Technology, Inc., dated May 28, 2004.
2.6 Assignment of Lease by and between Manchester Technologies,
Inc. and ePlus Technology, Inc., dated May 28, 2004.
2.7 Assignment of Lease by and between Manchester Technologies,
Inc. and ePlus Technology, Inc., dated May 28, 2004.
99.1 Press Release dated May 28, 2004 regarding the sale of certain
assets by Manchester Technologies, Inc. to ePlus inc.
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.
Dated: June 10, 2004
MANCHESTER TECHNOLOGIES, INC.
(Registrant)
By: /S/ Barry R. Steinberg
--------------------
Barry R. Steinberg
President and Chief Executive Officer
Exhibit Index.
Exhibit No. Description
2 Asset Purchase and Sale Agreement by and between ePlus
Technology, Inc. and Manchester Technologies, Inc. dated May 28,
2004.
2.1 Services Agreement by and between ePlus Technology, Inc. and
Manchester Technologies, Inc. dated May 28, 2004.
2.2 Escrow Agreement by and between ePlus Technology, Inc.,
Manchester Technologies, Inc. and Joel Rothlein, as Escrow
Agent, dated May 28, 2004.
2.3 Sub-Lease by and between Manchester Technologies, Inc. and ePlus
Technology, Inc., dated May 28, 2004.
2.4 Sub-Lease by and between Manchester Technologies, Inc. and ePlus
Technology, Inc., dated May 28, 2004.
2.5 Sub-Lease by and between Manchester Technologies, Inc. and ePlus
Technology, Inc., dated May 28, 2004.
2.6 Assignment of Lease by and between Manchester Technologies, Inc.
and ePlus Technology, Inc., dated May 28, 2004.
2.7 Assignment of Lease by and between Manchester Technologies, Inc.
and ePlus Technology, Inc., dated May 28, 2004.
99.1 Press Release dated May 28, 2004 regarding the sale of certain
assets by Manchester Technologies, Inc. to ePlus inc.