-----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, ODwZn/3r3jmyZ2piaI2wRNwsT4r+wRNhaZYOt4gXK/GuAjUeHu0hJKqK73koEAjZ GVJkyQk4Ao1hJaorb+jtYA== 0000936392-97-000820.txt : 19970618 0000936392-97-000820.hdr.sgml : 19970618 ACCESSION NUMBER: 0000936392-97-000820 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970603 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Change in fiscal year FILED AS OF DATE: 19970617 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IPL SYSTEMS INC CENTRAL INDEX KEY: 0000351810 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 042511897 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10370 FILM NUMBER: 97625455 BUSINESS ADDRESS: STREET 1: 124 ACTON ST CITY: MAYNARD STATE: MA ZIP: 01754 BUSINESS PHONE: 5084611000 MAIL ADDRESS: STREET 2: 124 ACTON STREET CITY: MAYNARD STATE: MA ZIP: 01754 8-K 1 FORM 8-K 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): JUNE 3, 1997 IPL SYSTEMS, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS (State or other jurisdiction of incorporation) 0-10370 33-026715 (Commission File No.) (IRS Employer Identification No.) 124 ACTON STREET MAYNARD, MASSACHUSETTS 01754 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (508) 461-1000 2 ITEM 1. CHANGE IN CONTROL OF REGISTRANT In connection with the transaction described in Item 2 below, a change in control of IPL Systems, Inc., a Massachusetts corporation ("IPL") occurred as of June 3, 1997. For a detailed description and for the additional information required by this Item 1 see Item 2 below. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On June 3, 1997, IPL Acquisition Corp., a Delaware corporation ("IPL Sub") and a wholly owned subsidiary of IPL merged with and into Andataco, a California corporation ("Andataco"), pursuant to an Agreement and Plan of Merger and Reorganization, dated February 28, 1997 (the "Merger Agreement"), among IPL, IPL Sub, Andataco and W. David Sykes, a shareholder of Andataco ("Sykes"). Upon consummation of the merger of IPL Sub with Andataco (the "Merger"), IPL Sub ceased to exist, and Andataco, the surviving corporation, became a wholly owned subsidiary of IPL. Under the terms of the Merger Agreement, each share of Andataco Common Stock, $1.00 par value, outstanding immediately prior to the closing of the Merger was converted into approximately 1,874 shares of IPL Class A Common Stock, $.01 par value ("IPL Common Stock"). Upon effectiveness of the Merger, a change in control of IPL occurred with Sykes owning approximately 72% of the shares of IPL Common Stock outstanding immediately after consummation of the Merger and the shares held by the existing shareholders of IPL representing 23.7% of the shares of IPL Common Stock outstanding. At the closing of the Merger, 18,078,381 shares of IPL Common Stock were issued to Andataco shareholders, representing approximately 76.3% of the shares of IPL Common Stock outstanding immediately after consummation of the Merger. Sykes, the former President and Chief Executive Officer and a shareholder of Andataco, received 17,044,298 shares of IPL Common Stock plus cash in lieu of fractional shares in exchange for his Andataco Common Stock. The Sykes Children's Trust of 1993 (the "Trust"), a former shareholder of Andataco, received 1,034,083 shares of IPL Common Stock plus cash in lieu of fractional shares in exchange for its Andataco Common Stock. IPL has withheld ten percent of the total shares of IPL Common Stock issued to Sykes and the Trust in Escrow ("Escrow Shares") to satisfy the indemnity obligation, if any, set forth in the Merger Agreement. In addition, a total of 272,982 shares of IPL Common Stock are issuable upon exercise of an outstanding Andataco warrant and Andataco option that were assumed by IPL in the Merger. Harris Ravine, a director of IPL, was appointed Chief Executive Officer of Andataco effective May 1, 1997. Concurrent with the consummation of the Merger, IPL's Board of Directors was reconstituted and is now composed of the following board members: Harris Ravine, Chairman of the Board; W. David Sykes, Vice Chairman of the Board; Stephen J. Ippolito, Director; and Cornelius P. McMullan, Director. Furthermore, a change in management occurred 2 3 with the following officers being appointed: Harris Ravine, Chief Executive Officer; W. David Sykes, President; and Richard Hudzik, Chief Financial Officer, Treasurer and Secretary. Andataco is in the business of designing, marketing and servicing high availability, business-critical storage and backup solutions for the Unix and Windows NT environments. IPL and Andataco intend to continue to devote the assets of the business to such purposes. Reference is made to IPL's Proxy Statement dated May 6, 1997 filed with the Securities and Exchange Commission for additional information with respect to the Merger. 3 4 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Report of Independent Auditors(1) Balance Sheet as of October 31, 1995 and 1996 (1) and as of April 30, 1997(2) Statement of Operations for the Years Ended October 31, 1994, 1995, and 1996(1) and for the Six Months Ended April 30, 1996 and 1997(2) Statement of Shareholders' Equity (Deficit) for the Years Ended October 31, 1994, 1995 and 1996(1) Statement of Cash Flows for the Years Ended October 31, 1994, 1995 and 1996(1) and for the Six Months Ended April 30, 1996 and 1997(2) Notes to Financial Statements(1) (b) PRO FORMA FINANCIAL INFORMATION Unaudited Pro Forma Combined Balance Sheet as of April 30, 1997(2) Unaudited Pro Forma Combined Statement of Operations for the Six Months Ended April 30, 1996 and 1997 and for the Year Ended October 31, 1996(2) (c) EXHIBITS. 2.1 Agreement and Plan of Merger and Reorganization dated February 28, 1997 among IPL Systems, Inc., IPL Acquisition Corp., Andataco and W. David Sykes. 99.1 Press release, dated June 3, 1997. ----------------- (1) Incorporated by reference to Financial Statements filed with the Commission in IPL's Proxy Statement dated May 6, 1997. (2) Incorporated by reference to Financial Statements filed with the Commission in IPL's Form 10-Q for the quarter ended April 30, 1997. 4 5 ITEM 8. CHANGE IN FISCAL YEAR. IPL has changed its fiscal year as of June 10, 1997, from December 31 to October 31. 5 6 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. IPL SYSTEMS, INC. Dated: June 16, 1997 By: /s/ Richard A. Hudzik --------------------------- Richard A. Hudzik Vice President, Finance, Chief Financial Officer, Treasurer and Clerk 6 7 INDEX TO EXHIBITS
PAGE NO. 2.1 Agreement and Plan of Merger and Reorganization dated February 28, 1997 among IPL Systems, Inc., IPL Acquisition Corp., Andataco and W. David Sykes. (1) 99.1 Press release, dated June 3, 1997.
------------------ (1) Filed with the Securities and Exchange Commission as an Exhibit to IPL's Current Report on Form 8-K dated February 28, 1997, and incorporated herein by this reference. 7 EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 - ------------------------------------------------------------------------------- [IPL NEWS SYSTEMS LOGO] RELEASE - ------------------------------------------------------------------------------- COMPANY CONTACT: ANITA BUCHANAN IPL SYSTEMS, INC. (508) 461-1090 FOR IMMEDIATE RELEASE IPL SYSTEMS, INC. REPORTS CLOSING OF ANDATACO MERGER MAYNARD, MA (JUNE 3, 1997) - IPL SYSTEMS, INC. (NASDAQ/SMALLCAP IPLS) today announced that it has completed the closing of the merger transaction with ANDATACO according to the terms of the Agreement and Plan of Merger and Reorganization entered into by the two companies on February 28, 1997. IPL shareholders approved the plan on June 3. Under the agreement, the shareholders of ANDATACO were issued a total of 18,078,381 shares of IPL Class A Common Stock, of which 10% are to be held in escrow for one year, and an additional 272,982 shares were reserved for issuance upon exercise of certain outstanding warrants and options of ANDATACO. IPL now has a total of 23,712,200 shares issued and outstanding, and W. David Sykes, the principal shareholder of ANDATACO, is now the controlling shareholder of the combined companies. Immediately following the closing, Harris Ravine was elected Chairman and CEO of IPL and W. David Sykes was elected to be a director, Vice Chairman and President. In the combined companies, sales and distribution will be driven from three groups. ANDATACO Sales will continue to handle sales and distribution of end-user and reseller products. ESP Sales will continue to develop OEM partnerships based on ANDATACO's Enterprise Storage Packaging (ESP), related storage management software and other strategic hardware and software technologies. The Professional Services Group will provide customers with value-added technical and consulting services. IPL Systems' Maynard, Massachusetts operations will be the research and development organization, supplemented by ANDATACO's software engineering staff. Maynard operations will also include certain advanced production, marketing responsibilities and technical support. Based on their respective financial reporting schedules, the aggregate 1996 revenues of the two companies totaled more than $100 million, and current employees total 235, including 70 sales personnel in 19 sales offices worldwide. For financial reporting purposes, the results of the combined businesses will be reported based on ANDATACO's 2 fiscal year, which ends on October 31. Shares will be traded on the Nasdaq SmallCap Market under the symbol "IPLS." Chairman and CEO Harris Ravine stated, "The completion of this merger marks the emergence of an NT and UNIX storage provider which combines IPL's traditional engineering capability and ANDATACO's successful sales and distribution channels as well as its service commitment. The integration of the two organizations began prior to closing to assure a smooth transition, and we are encouraged by the progress to date. One result of this collaboration is that, within 30 days, we expect to introduce a new high availability RAID storage solution that combines IPL's dual active controller technology with ANDATACO's unique ESP enclosure, offering attractive features and price performance advantages compared to available technologies." Vice Chairman and President W. David Sykes commented, "I am pleased that we have moved from focusing on the merger process to the introduction of new products, expansion of our markets and management of the company's performance. The development of OEM partnership initiatives and the new Professional Services Group offer particularly exciting new avenues for increasing our business opportunities. I know that both organizations believe that ANDATACO and IPL are an excellent match and we look forward to realizing the potential of the new company." ANDATACO-IPL Systems, Inc., with offices in San Diego, California and Maynard, Massachusetts, designs, manufactures and distributes open-architecture storage solutions for UNIX and Windows NT environments. The combined companies design high availability disk storage, tape backup and restore solutions based on their unique controllers and intelligent enclosure technology. The companies distribute internally developed products, and products from other manufacturers, through a network of 19 sales offices worldwide and through business affiliates in Europe, Asia, Latin America, Canada and Australia. -----END PRIVACY-ENHANCED MESSAGE-----