-----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, Il9pIqRfe6YQWz+Cw0Lh6R4CHhbGG2M3Qh6eQAvSoWIbkRd1bdpvyNw5AMj7aj2y 5jDiXmseMulh2jINvCVP1g== 0000892569-97-001943.txt : 19970731 0000892569-97-001943.hdr.sgml : 19970731 ACCESSION NUMBER: 0000892569-97-001943 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970723 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970730 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL RETAIL SOLUTIONS INC CENTRAL INDEX KEY: 0001016657 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 582235556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21633 FILM NUMBER: 97647820 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 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL TECHNOLOGY SYSTEMS INC DATE OF NAME CHANGE: 19960924 8-K/A 1 FOR 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) July 23, 1997 Bristol Retail Solutions, 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.) 5000 Birch Street,Suite 205, Newport Beach, California 92660 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 475-0800 Bristol Technology Systems, Inc. 18201 Von Karman Avenue, Suite 305, Irvine, California 92612 (Former name or former address, if changed since last report) 2 Item 5. Other Events. On July 23, 1997, Bristol Retail Solutions, Inc., a Delaware corporation (the "Company"), International Systems & Electronics Corporation, a Delaware corporation ("ISE") and Pedro Penton ("Penton") entered into a Rescission Agreement (the "Rescission Agreement"). Pursuant to the Rescission Agreement, the Agreement and Plan of Merger entered into by and among the Company, International Systems & Electronics Corporation, a Florida corporation (which was merged with and into ISE) and Penton on April 30, 1997 (the "Merger Agreement") and all of the transactions contemplated thereunder were rescinded in their entirety, effective as of April 30, 1997. As described on the press release dated July 23, 1997, which is attached as an Exhibit hereto, the Company is expected to incur a charge of less than $100,000 for legal and accounting expenses paid in connection with the rescission. Item 7. Financials, Pro Forma Financial Statement, and Exhibits. Exhibit 99 Press release dated July 23, 1997. 3 INDEX TO EXHIBITS Index Number Description - ------ ----------- 99 Press release dated July 23, 1997 4 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/ Richard Walker ------------------------------- Richard Walker, President and Chief Executive Officer July 28, 1997 EX-99 2 PRESS RELEASE DATED JULY 23, 1997 1 EXHIBIT 99 BRISTOL RETAIL SOLUTIONS, MIAMI COMPANY AGREE TO RESCIND MERGER AGREEMENT NEWPORT BEACH, CA, July 23, 1997 - Bristol Retail Solutions, Inc. (BRTL:NASDAQ) and privately-held International Systems & Electronics, Inc. (ISE) today announced they have agreed to rescind the merger of ISE into Bristol. The transaction between ISE, a Miami, Florida point-of-sale (POS) systems dealer, and Newport Beach-based Bristol was announced in May. The expanding focus by ISE on Central and Latin America was in conflict with Bristol's current strategy of building market share in the United States through a national network of POS dealers, the companies said. It was determined that both Bristol and ISE could more effectively achieve their respective business development objectives as separate companies, the two organizations stated. Bristol operations, excluding ISE, generated $26.9 million in revenues for the year ending December 31, 1996. ISE reported $4.8 million in revenues for the same period. Bristol said it would take a charge of under $100,000 for legal and accounting expenses in connection with the merger rescission. ISE sells and services POS systems manufactured by NCR which are installed and serviced in supermarkets, restaurants and other retail establishments. Bristol provides retail automation solutions through its network of POS dealers and systems integrators. -----END PRIVACY-ENHANCED MESSAGE-----