-----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, UqMVJLPuTB43RYv9Mrd3mUp2isqrik2EqgGefgciygXsJ9ZWmvXZwgnJHBIRTyXo cgNbF1Bsjc3amYLBFosgIw== 0001047469-98-025349.txt : 19980626 0001047469-98-025349.hdr.sgml : 19980626 ACCESSION NUMBER: 0001047469-98-025349 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980613 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980625 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIDEX CORP CENTRAL INDEX KEY: 0000047254 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 060682273 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05513 FILM NUMBER: 98654219 BUSINESS ADDRESS: STREET 1: 61 WILTON RD CITY: WESTPORT STATE: CT ZIP: 06880-3121 BUSINESS PHONE: 2032261144 MAIL ADDRESS: STREET 1: 61 WILTON ROAD CITY: WESTPORT STATE: CT ZIP: 06880-3121 FORMER COMPANY: FORMER CONFORMED NAME: HI G INC DATE OF NAME CHANGE: 19840829 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): June 13, 1998 TRIDEX CORPORATION ------------------ (Exact name of registrant as specified in its charter) Connecticut 1-5513 06-0682273 ----------- ------ ---------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 61 Wilton Road, Westport, CT 06880 ---------------------------- ----- (Address of principal executive offices) (Zip Code) (203) 226-1144 -------------- (Registrant's telephone number, including area code) 1 Item 5. Other Events. On June 15th, 1998 Tridex Corporation ("Tridex") announced having signed on June 13, 1998 a Letter of Intent dated as of June 12, 1998 with Sulcus Hospitality Technologies Corporation ("Sulcus") to merge the operations and businesses of the two companies to form a new entity. Under the terms of the proposed transaction it is anticipated that Tridex and Sulcus stockholders as a group will each own 50% of the outstanding capital stock of the combined entity. This new company will have an initial Board of Directors consisting of nine persons, five of whom will be designated by Tridex and four of whom will be designated by Sulcus. It is also anticipated that, upon the closing, Seth Lukash, currently Chairman and CEO of Tridex, will be designated as co-Chairman and will become CEO of the new company and Leon Harris, who is currently Chairman and CEO of Sulcus, will be designated as co-Chairman and become President and Chief Operating Officer of the new company. Consummation of the transaction is subject to, among other things, completion of due diligence by both companies, entry into a satisfactory definitive merger agreement, approval by each company's stockholders and certain regulatory approvals. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 Letter of Intent, dated June 12, 1998 and acknowledged June 13, 1998 99.2 Press Release, dated June 15, 1998 2 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. TRIDEX CORPORATION Date: June 25, 1998 By: /s/ George T. Crandall --------------------------------------- George T. Crandall Vice President, Treasurer, Controller and Secretary 3 EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE 99.1 Letter of Intent, dated June 12, 1998 and acknowledged June 13, 1998 5 99.2 Press Release, dated June 15, 1998 11
4 EX-99.1 2 EX-99.1 Exhibit 99.1 SULCUS HOSPITALITY TEHCNOLOGIES CORP. Sulcus Centre 41 North Main Street Greensburg, Pennsylvania 15601 June 12, 1998 Tridex Corporation 61 Wilton Road Westport, Connecticut 06880 Ladies and Gentlemen: The purpose of this letter (the "Letter") is to set forth certain nonbinding understandings and certain binding agreements between Sulcus Hospitality Technologies Corp., a Pennsylvania corporation ("Sulcus"), and Tridex Corporation, a Connecticut corporation ("Tridex"), with respect to a proposed business combination between Sulcus and Tridex (the "Proposed Transaction"), on the terms, and subject to the conditions, set forth below. PART ONE -- NONBINDING PROVISIONS. THE FOLLOWING NUMBERED PARAGRAPHS OF THIS LETTER (COLLECTIVELY, THE "NONBINDING PROVISIONS") REFLECT OUR MUTUAL UNDERSTANDING OF THE MATTERS DESCRIBE IN THEM, BUT EACH PARTY ACKNOWLEDGES THAT THE NONBINDING PROVISIONS ARE NOT INTENDED TO CREATE OR CONSTITUTE ANY LEGALLY BINDING OBLIGATION OF SULCUS OR TRIDEX, AND NEITHER SULCUS NOR TRIDEX SHALL HAVE ANY LIABILITY TO THE OTHER PARTY WITH RESPECT TO THE NONBINDING PROVISIONS. SULCUS AND TRIDEX SHALL EACH BE BOUND ONLY BY THE BINDING PROVISIONS SET FORTH IN PART TWO BELOW, AND, IF SUCCESSFULLY NEGOTIATED, EXECUTED AND DELIVERED BY SULCUS AND TRIDEX, THE TERMS AND CONDITIONS CONTAINED IN A FULLY INTEGRATED, WRITTEN, DEFINITIVE AGREEMENT (THE "DEFINITIAVE AGREEMENT"), AND OTHER RELATED DOCUMENTS PREPARED, AUTHORED, EXECUTED OR DELIVERED BY AND BETWEEN SULCUS AND TRIDEX. 1. BASIC TRANSACTION. The Proposed Transaction will be a business combination between Sulcus and Tridex, the result of which will be the ownership by the current shareholders of Tridex, on the one hand, and Sulcus, on the other, each of 50% of the outstanding capital stock of the entity resulting from the Proposed Transaction (the "Resulting Entity"). The 5 structure of the Proposed Transaction is to be determined based on accounting and other business-related considerations. It is the expectation of the parties that this will be a tax-free transaction accounted for as a pooling of interests. The parties intend that the closing of the Proposed Transaction would occur on or before October 30, 1998, but in no event sooner than five (5) days after the later to occur of (i) the approval of the Proposed Transaction by the stockholders of Sulcus and the stockholders of Tridex and (ii) the expiration of the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR") if the parties conclude that a filing thereunder is required (the "Closing"). In the event an HSR filing is required, the parties shall split the fee equally. 2. DUE DILIGENCE. Each of Sulcus and Tridex has commenced, and intends to continue, its due diligence investigation of the prospects, business, assets, contract rights, liabilities and obligations of Tridex and Sulcus, respectively, including, without limitation, financial, management, employee, customer, legal, regulatory and environmental matters (the "Due Diligence Investigation"). 3. PROPOSED FROM OF AGREEMENT. Sulcus and Tridex intend promptly to begin negotiating to reach a Definitive Agreement containing representations, warranties, indemnities, conditions, agreements and covenants by each of Sulcus and Tridex. 4. CONDITIONS TO PROPOSED TRANSACTION. The parties do not intend to be bound by the Nonbinding Provisions or any provisions covering the same subject matter until the execution and delivery of the Definitive Agreement, which, if successfully negotiated, would provide that the Proposed Transaction would be subject to customary terms and conditions, including, without limitation, the following: (a) finalization of employment, non-competition and confidentiality arrangements between the Resulting Entity and the management personnel of Sulcus and Tridex, respectively, who would become key personnel of the Resulting Entity; (b) receipt of necessary consents and approvals; (c) absence of any material adverse change in Sulcus's and Tridex's business, financial condition, profits, prospects, assets or operations since [last reported fiscal quarter]; (d) absence of pending or threatened litigation regarding the Definitive Agreement or the transactions to be contemplated thereby; and (e) delivery of customary fairness opinions, legal opinions, closing certificates and other documentation. 5. DEFINITIVE AGREEMENT. Subject to the final sentence of Paragraph B of Part Two below, Sulcus and Tridex shall negotiate in good faith to arrive at a mutually acceptable Definitive Agreement for approval, execution and delivery on the earliest reasonably practicable date. 6 6. BOARD OF DIRECTORS. The authorized number of directors on the Board of Directors of the Resulting Entity (the "Board") will be established at nine (9). Four (4) directors are to be designated by Sulcus (the "Sulcus Directors"), and five (5) are to be designated by Tridex (the "Tridex Directors"). The Board will be classified into three classes of Directors, with initial terms expiring in 1999, 2000 and 2001. For the three (3) years following the Closing, in the event that any Director so designated for any reason ceases to serve as a member of the Board during such director's term of office, the resulting vacancy on the Board will be filled by a majority vote of the remaining Sulcus Directors or Tridex Directors, as the case may be. Seth M. Lukash shall serve as Co-Chairman and Chief Executive Officer of the Resulting Entity. Leon D. Harris shall serve as Co-Chairman, President and Chief Operating Officer of the Resulting Entity. PART TWO -- BINDING PROVISIONS. UPON EXECUTION BY BOTH SULCUS AND TRIDEX OF THIS LETTER OR COUNTERPARTS HEREOF, THE FOLLOWING LETTERED PARAGRAPHS OF THIS LETTER (COLLECTIVELY, THE "BINDING PROVISIONS") WILL CONSTITUTE THE LEGALLY BINDING AND ENFORCEABLE AGREEMENT OF SULCUS AND TRIDEX (IN RECOGNITION OF THE COSTS TO BE BORNE BY SULCUS AND TRIDEX IN PURSUING THIS PROPOSED TRANSACTION AND FURTHER IN CONSIDERATION OF THEIR MUTUAL UNDERTAKINGS AS TO THE MATTERS DESCRIBED IN THIS LETTER). A. NONBINDING PROVISIONS NOT ENFORCEABLE. The Nonbinding Provisions do not create or constitute any legally binding obligations between Sulcus and Tridex, and neither Sulcus nor Tridex shall have any liability to the other party with respect to the Nonbinding Provisions. B. ACCESS. Tridex shall provide to Sulcus, and Sulcus shall provide to Tridex, complete access to its facilities, books and records and shall cause the directors, employees, accountants, and other agents and representatives (collectively, "Representatives") of Tridex to cooperate fully with Sulcus, and the Representatives of Sulcus to cooperate fully with Tridex and their Representatives, as the case may be, in connection with the Due Diligence Investigation (as described in Paragraph 2 hereof). Neither Sulcus nor Tridex shall be under any obligation to continue with its Due Diligence Investigation or negotiations regarding the Definitive Agreement if, at any time, the results of the Due Diligence Investigation are not satisfactory to Sulcus or Tridex, as the case may be, for any reason in their sole discretion. C. EXCLUSIVE DEALING. Except as provided in paragraph D below, until the earlier of July 31, 1998 or termination of this Letter in accordance with Paragraph K below, Tridex or Sulcus shall not, directly or indirectly, through any Representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any other person relating to the acquisition of, its assets or business, in whole or in part, whether through purchase, merger, consolidation, business combination or otherwise. 7 D. ALTERNATIVE PROPOSALS. After furnishing prompt notice to the other party, either Sulcus or Tridex may, directly or indirectly, furnish information and access, in response to unsolicited requests therefor, to any corporation, partnership, person or other entity or group, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiate with such corporation, partnership, person or other entity or group concerning any bona fide, superior proposal to acquire all or any significant portion of the assets or equity upon a merger, acquisition, consolidation or similar transaction (an "Alternative Proposal"), provided that the Board of Directors of the respective party determines in its good faith judgment in the exercise of its fiduciary duties, after consultation with legal counsel and its financial advisors, that such action is necessary in furtherance of the best interests of its stockholders. Either Sulcus or Tridex shall promptly notify the other party if it shall, on or after the date hereof, have entered into a confidentiality agreement with any third party in response to any unsolicited request for information and access in connection with a possible Alternative Proposal. E. BREAK-UP FEE. In the event that (1) a Definitive Agreement is not successfully negotiated and entered into, or (2) a Definitive Agreement is entered into but a Closing does not occur, and, within one (1) year after termination of this Letter pursuant to Paragraph K(ii) or termination of the Definitive Agreement, as the case may be, Sulcus or Tridex closes a transaction relating to the acquisition of a material portion of its assets or business, in whole or in part, whether through purchase, merger, consolidation, business combination or otherwise, then, immediately upon such closing, Tridex shall pay to Sulcus (if Tridex enters into such alternative transaction), or Sulcus shall pay to Tridex (if Sulcus enters into such an alternative transaction), the sum of $2,000,000; provided, however, that no such payment will be required if (i) the condition set forth in clause (1) occurs due to Tridex or Sulcus exercising its rights under the last sentence of Paragraph B, (ii) the condition set forth in clause (2) occurs due to the failure to obtain the approval of the stockholders of Tridex or Sulcus or any third party consent; provided, that the executive officers and directors of Tridex and Sulcus will agree to vote their shares in favor of the Proposed Transaction and to undertake a best efforts solicitation with respect to the vote to approve the Proposed Transaction; or (iii) if Tridex or Sulcus is advised by its accountants that the Proposed Transaction cannot be structured as a tax-free transaction accounted for as a pooling of interests. Each of the parties acknowledges and agrees that the provisions for the payment of break-up fees is an integral part of the Proposed Transaction and that, without this provision, they would not have entered into this Proposed Transaction. Accordingly, if a break-up fee shall become due and payable by a party, and such party shall fail to pay such amount when due pursuant to this paragraph, and, in order to obtain such payment, suit is commenced, the owing party shall pay reasonable costs and expenses (including reasonable attorneys' fees) in connection with such suit, together with interest computed on any amounts determined to be due and payable pursuant to this paragraph and such costs (computed from the date incurred). The obligations of the parties under this paragraph shall survive the termination of the Binding Provisions. F. CONDUCT OF BUSINESS. Until the Definitive Agreement has been duly executed and delivered by all of the parties or the Binding Provisions have been terminated pursuant to Paragraph K hereof, Tridex and Sulcus shall conduct their business only in the ordinary course. 8 It is understood and agreed that the Definitive Agreement shall contain a comprehensive covenant of Tridex and Sulcus regarding the interim operations of Tridex and Sulcus from the date of the execution and delivery of the Definitive Agreement through the Closing. G. DISCLOSURE. Except as and to the extent required by law, without the prior written consent of the other party, neither Sulcus nor Tridex shall, and each shall direct its Representatives not to, directly or indirectly, make any public comment, statement or communication with respect to, or otherwise disclose or permit the disclosure of the existence of discussions regarding, a possible transaction between the parties or any of the terms, conditions or other aspects of the transaction proposed in this Letter. H. CONFIDENTIALITY. The parties acknowledge and agree that they are bound by and will act in accordance with the terms and conditions set forth in the Confidentiality and Non-Disclosure Agreement, dated July 28, 1997, between Tridex and Sulcus (the "Confidentiality Agreement"). If the Binding Provisions are terminated pursuant to Paragraph K hereof, Sulcus and Tridex shall promptly return to Tridex and Sulcus any Confidential Information (as defined in the Confidentiality Agreement) in its possession. I. COSTS AND EXPENSES. Except as provided in Paragraph E hereof, Sulcus and Tridex shall be responsible for and bear all of their own costs and expenses incurred at any time in connection with pursuing or consummating the Proposed Transaction. J. CONSENTS. Sulcus and Tridex shall cooperate with each other and proceed, as promptly as is reasonably practicable, to seek to obtain all necessary consents and approvals from third parties, and to endeavor to comply with all other legal or contractual requirements for, or preconditions to, the execution, delivery and consummation of the Definitive Agreement. K. TERMINATION. The Binding Provisions may be terminated: (i) by mutual written consent of Sulcus and Tridex; or (ii) upon written notice by either party to the other party if the Definitive Agreement has not been executed by July 31, 1998; provided, however, that the termination of the Binding Provisions shall not affect the liability of a party for breach of any of the Binding Provisions prior to the termination. Upon termination of the Binding Provisions, the parties shall have no further obligations under the Binding Provisions, except as stated in Paragraphs E, G, and H hereof, which shall survive any such termination. 9 Please sign and date this Letter in the space provided below to confirm the mutual agreements set forth in the Binding Provisions and return a signed copy to the undersigned. Very truly yours, SULCUS HOSPITALITY TECHNOLOGIES CORP. By: /s/ LEON HARRIS Name: Leon Harris Title: Chairman and Chief Executive Officer Acknowledged and agreed as of the 13th day of June, 1998. TRIDEX CORPORATION By: /s/ SETH LUKASH Name: Seth M. Lukash Title: Chairman and Chief Executive Officer 10 EX-99.2 3 EX-99.2 Exhibit 99.2 PRESS RELEASE FOR IMMEDIATE RELEASE TRIDEX CORPORATION & SULCUS HOSPITALITY TECHNOLOGIES CORP. ANNOUNCE SIGNING OF A LETTER OF INTENT Westport, CT, and Greensburg, PA June 15, 1998: Tridex Corporation (Nasdaq National Market: TRDX) and Sulcus Hospitality Technologies Corp. (AMEX: SUL) today announced that they had signed a letter of intent to combine the companies and their operations. Under the terms of the proposed transaction it is anticipated that Tridex and Sulcus stockholders as a group will each own 50% of the outstanding capital stock of the combined entity. This new company will have a nine person initial Board of Directors, five of whom will be designated by Tridex and four of whom will be designated by Sulcus. Upon the closing, Seth Lukash, currently Chairman and CEO of Tridex, will be designated as co-Chairman and will become CEO of the new company and Leon Harris, who is currently Chairman and CEO of Sulcus, will be designated as co-Chairman and become President and Chief Operating Officer of the new company. Consummation of the transaction is subject, among other things, to completion of due diligence by both companies, entry into a satisfactory definitive merger agreement, approval by each company's stockholders and certain regulatory approvals. Both companies noted that there can be no assurance that the transaction will be consummated, but that it is the present intention of the parties to attempt to complete the transaction by the end of October 1998. Seth Lukash, Chairman and Chief Executive Officer of Tridex stated, "When completed, this transaction will establish the new company as a global leader in the fine dining and lodging markets providing total solutions and software to quick service and fine dining restaurants, the lodging industry and specialty retail markets. Sulcus brings brand names, product recognition, a Blue Chip customer base and strong international distribution. This business combination will strengthen our ability to provide total solutions worldwide and to respond to the changing needs of today's diverse markets." Leon Harris, Chairman and CEO of Sulcus added, "The combination of Sulcus' strong presence in the fine dining area with Tridex's POS system design for fast food service and retail systems opens up many facets of the fast growing POS market. By combining our worldwide resources and consolidating our business entities, we believe this combination creates opportunities for market leadership and increased stockholder value for both Tridex and Sulcus." Tridex, through its Progressive Software and Ultimate Technology divisions, is a leading provider of point-of-sale ("POS") and back-office management software, systems integration and 11 related services for food services and specialty retail markets. Among its key customers are Starbuck's, MacDonald's, Steak n' Shake, Jack in the Box (Foodmaker Corp.), Lowe's Home Centers, Ace Hardware, ARCO and Au Bon Pain. The two divisions of Tridex have sold more that 115,000 units in North America, Europe and Asia. Sulcus Hospitality Technologies Corp. is a global leader in the design, development and marketing of technology solutions that are used in the hospitality and tourism markets to improve management of business-critical information and data. The statements contained in this release which are not historical facts may be deemed to contain forward-looking statements with respect to events, the occurrence of which involve risks and uncertainties, including, without limitation, the completion of the contemplated merger, the results of operations for both of the companies and other uncertainties detailed in both companies' Securities and Exchange Commission filings. CONTACT: Tridex Corporation Seth M. Lukash, Chairman and CEO (203) 226-1144 or Sulcus Hospitality Technologies Corp. Leon Harris, Chairman & CEO (973) 376-7332 ext. 19 or TRDX's INVESTOR RELATIONS COUNSEL: The Equity Group Devin Sullivan, (212) 836-9608 Robert Goldstein (212) 371-8660 12 -----END PRIVACY-ENHANCED MESSAGE-----