-----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, Q5iOO9IxOyoUDqP7lSSdjTeY39n2o0lompzynl8Pw3G0yDIB3d5afd0GQPsx3nXg E1EYoUqvNRzunwz9t+d1Qw== 0000928385-96-001215.txt : 19960916 0000928385-96-001215.hdr.sgml : 19960916 ACCESSION NUMBER: 0000928385-96-001215 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960913 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960913 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL PRODUCTS CORP CENTRAL INDEX KEY: 0000028895 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 591141879 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09503 FILM NUMBER: 96629826 BUSINESS ADDRESS: STREET 1: 800 NW 33RD ST CITY: POMPANO BEACH STATE: FL ZIP: 33064 BUSINESS PHONE: 3057839600 MAIL ADDRESS: STREET 1: 800 N W 33 STREET CITY: POMANO BEACH STATE: FL ZIP: 33064 8-K 1 FORM 8-K 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): September 13, 1996 DIGITAL PRODUCTS CORPORATION ---------------------------- (Exact name of registrant as specified in its charter) Florida 0-9503 59-1141879 ------- ------ ---------- (State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
1498 N.W. 3rd Street, Deerfield Beach, Florida 33442 ---------------------------------------------- ----- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (954) 360-7200 -------------- 800 N.W. 33rd Street, Pompano Beach, Florida 33064 --------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) DIGITAL PRODUCTS CORPORATION FORM 8-K CURRENT REPORT Item 5. Other Events - --------------------------- On August 30, 1996, Digital Products Corporation (the "Company") signed a letter of intent with Ben Khoshnood, President of KBS Incorporated ("KBS"), who signed on behalf of a to-be-formed affiliate of KBS ("NewCo"). Pursuant to this letter of intent, the Company and NewCo agreed to pursue the execution of definitive documentation for purposes of providing the Company with management services, product, support and facilities and financing for up to $500,000 of new product to meet current orders. In addition, KBS is to complete the development of the new ALERT Home Monitoring System, which is scheduled for release by the end of 1996. KBS has been providing contract manufacturing and engineering services to the Company since June 1994. In exchange for the financing and management services, the Company will grant to NewCo options to purchase up to 13,000,000 shares of Company common stock. The exercise price for the options is to be $.13 per share for the first 5,500,000 shares of Company common stock, $.10 per share for the next 5,500,000 shares of Company common stock and $.22 per share for the remaining 2,000,000 shares of Company common stock. Unless exercised by March 1, 1997, options to purchase not less than 4,000,000 shares of Company common stock will expire on that date. Provided 4,000,000 shares of common stock have been purchased by NewCo pursuant to the options by March 1, 1997, the remaining options will be exercisable until May 1, 1998. The arrangement is subject to definitive documentation, due diligence and certain other considerations and is expected to be finalized by late September. Pending finalization of the management agreement and the grant of the stock options to purchase Company common stock, NewCo and KBS have assumed certain obligations under the contemplated management agreement and have begun to assist the Company by providing management services, products, support and facilities. In connection with these events, the Company has relocated its operations to 1498 N.W. 3rd Street, Deerfield Beach, Florida 33442. Further information regarding the contemplated arrangement between NewCo and the Company is set forth in a press release which is attached hereto as Exhibit 99(a). Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - ------------------------------------------------------------------------------- (c) Exhibits: Exhibit 99(a) Press Release 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. DIGITAL PRODUCTS CORPORATION Date: September 13, 1996 By:/s/ Richard A. Angulo --------------------------------------------- Richard A. Angulo, President EXHIBIT INDEX Exhibit 99(a) Press Release EX-99.A 2 EXHIBIT 99(A) EXHIBIT 99(A) [LOGO OF DIGITAL PRODUCTS CORPORATION APPEARS HERE] [LETTERHEAD OF DIGITAL PRODUCTS CORPORATION APPEARS HERE] DIGITAL PRODUCTS CORPORATION ANNOUNCES SIGNING OF FINANCING AND MANAGEMENT AGREEMENT (September 9, 1996 Pompano Beach, FL) Ben Khoshnood, President of KBS Incorporated and Richard Angulo, President of Digital Products Corporation, announce the signing of letter of intent which contemplates a newly formed affiliate of KBS receiving an option to purchase up to thirteen million shares of DPC stock in exchange for providing financing and management services. KBS has been providing contract manufacturing and engineering services to DPC since June 1994. The arrangement is subject to definitive documentation, due diligence and certain other considerations and is expected to be finalized by late September. Under the arrangement KBS will provide DPC with executive, financial, accounting and operations management services and financing for up to $500,000 of new product to meet current orders. In addition KBS will complete the development of the new ALERT Home Monitoring System, which is scheduled for release by the end of 1996. Ben Khoshnood stated "I believe there is a tremendous opportunity for DPC to strengthen its position within the Community Corrections market with the release of the new ALERT System and AVAIL Windows NT Software. I am committed to DPC's success." Richard Angulo stated "DPC is on the threshold of success, it is only natural that Ben Khoshnood and KBS be the partners that help us finish what we started in 1994." DPC is a major provider of information management solutions and electronic home monitoring systems to the Community Corrections industry. -----END PRIVACY-ENHANCED MESSAGE-----