-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MXWrl04qG+gf1K7t64edGnuWzriiuwb86B06yQCgLVteyJn9F1JJ1lNMTIk70Ua2 lzPXF9w2s6WSHWAR1CnRuw== 0000892569-96-002687.txt : 19961223 0000892569-96-002687.hdr.sgml : 19961223 ACCESSION NUMBER: 0000892569-96-002687 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961212 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961220 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL TECHNOLOGY SYSTEMS INC CENTRAL INDEX KEY: 0001016657 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 582235556 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21633 FILM NUMBER: 96683927 BUSINESS ADDRESS: STREET 1: 18201 VON KARMAN STREET 2: STE 305 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 7144750800 MAIL ADDRESS: STREET 1: 18201 VON KARMAN AVE STREET 2: SUITE 305 CITY: IRVINE STATE: CA ZIP: 92612 8-K 1 FORM 8-K - DATED: DECEMBER 12, 1996 1 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 12, 1996 BRISTOL TECHNOLOGY SYSTEMS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-21633 58-2235556 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 18201 Von Karman, Suite 305, Irvine, California 92612 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 475-0800 -------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5 - OTHER EVENTS On December 12, 1996, the Company entered into an agreement (the "Agreement") with Automated Register Systems, Inc., a Washington corporation ("ARS"), and its shareholders to acquire ARS. The Agreement contemplates, subject to the satisfaction by ARS of certain conditions to closing, a forward subsidiary merger (the "Merger") of ARS into a newly-formed and wholly-owned subsidiary of the Company, Bristol Merger Corporation, in a tax-free reorganization. In connection with the Merger, the shareholders of ARS will exchange all of the outstanding capital stock of ARS for $1,025,023 in cash and $683,349 of non-registered, restricted Common Stock of the Company, the exact number of shares of which will be determined based upon the December 30, 1996 closing price of the Company's Common Stock. Subject, inter alia, to the completion of a due diligence investigation of ARS and the delivery by ARS of certain schedules, the Merger is set to close on December 31, 1996. The purchase price is subject to downward adjustment based upon ARS having (i) audited net worth at December 31, 1996 of at least $644,000 and (ii) audited pre-tax earnings $390,000 for the fiscal year ending December 31, 1996. ARS is a point-of-sale (POS) systems dealer for NCR, Panasonic, IBM and ICL Fujitsu equipment. It sells, installs, and services POS systems from these manufacturers at supermarkets, quick service food outlets, restaurants and other retail establishments. Through October 31, 1996, ARS had unaudited gross revenues of $3,700,000, pre-tax earnings of $388,000, net income of $385,000 and total assets of $1,531,000. ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS 99.1 Press Release dated December 16, 1996. 2 3 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRISTOL TECHNOLOGY SYSTEMS, INC. By: /s/ KELLY KAUFMAN ------------------------------- Kelly Kaufman, Vice President and Principal Financial Officer December 20, 1996 EX-99.1 2 PRESS RELEASE DATED DECEMBER 16, 1996 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Paul Spindler Executive Vice President Bristol Technology Systems, Inc. (714) 475-0800 BRISTOL TECHNOLOGY SYSTEMS TO ACQUIRE SEATTLE COMPANY IRVINE, CA, Dec. 16, 1996 -- Bristol Technology Systems, Inc. (BTEC:NASDAQ), today announced it has executed a definitive agreement to acquire Automated Retail Systems, Inc. (ARS), of Seattle for cash and stock. Specific terms of the transaction were not disclosed. Bristol said it anticipates closing the acquisition on or about Jan. 1, 1997. ARS is a point-of-sale (POS) systems dealer for NCR, Panasonic, IBM and ICL Fujitsu equipment. It sells installs, and services POS systems from these manufacturers at supermarkets, quick service food outlets, restaurants, and other retail establishments. ARS also has a sales and service division in the San Francisco Bay area. Richard H. Walker, Bristol president and chief executive officer, said ARS is the dominant POS dealer in the state of Washington and "will serve as the hub operation for Bristol in the Pacific Northwest." He said Bristol would pursue additional, acquisitions in the Northwest and Northern California to expand the ARS presence there. ARS will operate under its current management as a subsidiary of Bristol, added Walker. He said Michael J. Pollastro, principal ARS owner, has agreed to continue as President and Chief Executive Officer under a long term employment contract. Bristol Technology Systems is engaged in acquiring and operating point-of-sale systems dealers who sell, install and service POS systems. X X X -----END PRIVACY-ENHANCED MESSAGE-----