-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, p1E0ImvQnuuCV6iG7ZwuOei2bFXGMPs5+UUzPPIznMd1Jip6R86+VYRNWWToSWFo NS4ih5SL8GaNNm6zwrJlXg== 0000725182-94-000004.txt : 19940114 0000725182-94-000004.hdr.sgml : 19940114 ACCESSION NUMBER: 0000725182-94-000004 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940107 ITEM INFORMATION: 5 ITEM INFORMATION: 7 FILED AS OF DATE: 19940111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AST RESEARCH INC /DE/ CENTRAL INDEX KEY: 0000725182 STANDARD INDUSTRIAL CLASSIFICATION: 3571 IRS NUMBER: 953525565 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 34 SEC FILE NUMBER: 000-13941 FILM NUMBER: 94500936 BUSINESS ADDRESS: STREET 1: 16215 ALTON PKWY CITY: IRVINE STATE: CA ZIP: 92713 BUSINESS PHONE: 7147274141 8-K/A 1 FORM 8-K/A DATED 1/07/94 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Amendment No. 1 to Application or Report Filed Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) October 15, 1993 AST RESEARCH, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-13941 95-3525565 (Commission File Number) (IRS Employer Identification No.) 16215 Alton Parkway Irvine, California 92718 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 727-4141 The undersigned Registrant hereby amends the following items, financial statement, exhibits or other portions of its Current Report on Form 8-K dated October 29, 1993, as set forth in the pages attached hereto: Item 5. Other Events Item 7. Financial Statements and Exhibits Exhibit Index on Page 2 Item 5. Other Events On October 15, 1993, AST Research, Inc. ("Registrant") completed the purchase of certain assets and assumption of certain liabilities of Tandy/GRiD France, effective as of September 1, 1993. Assets acquired consist primarily of inventory, personal property, equipment and French leased real property. The Registrant intends to utilize the French leased real property for sales, marketing and administration office space. The purchase price of $4,716,000 consists of $3,002,000 based on 75% of the net book value of the purchased assets as of August 31, 1993 less certain assumed liabilities plus the net book value of the French leased real property which is priced separately at $1,714,000. In addition, the original purchase price has been increased by $2,004,000 to account for the purchase of additional Tandy/GRiD inventory in Europe and other certain assets in the United States. The purchase price for the Tandy/GRiD France acquisition and the additional European inventory and U.S. assets has been paid through a $5,006,000 increase of the principal amount in the three-year promissory note payable to Tandy Corporation pursuant to the Agreement for Purchase and Sale of Assets, dated as of June 30, 1993, from $90,000,000 to $95,006,000. The Registrant and Tandy Corporation executed a third amendment to the promissory note on December 30, 1993 increasing the principal amount by $1,714,000 from $95,006,000 to $96,720,000 to reflect the purchase price for the French leased real property, effective July 12, 1993. As a result, the letter of credit securing 70% of the face value of the note has been increased to $67,704,000. Item 7. Financial Statements and Exhibits
Sequentially Exhibit Numbered Number Description Page ------ ------------- ------------ 2.1.1 Agreement of Sale of Going Business (English translation) between AST Research France and Tandy GRiD France, effective September 1, 1993. Incorporated by reference to the Registrant's Current Report on Form 8-K dated October 29, 1993............................................... * 10.108.2 Second Amendment dated October 14, 1993 to Promissory Note dated July 12, 1993 between AST Research, Inc. and Tandy Corporation. Incorporated by reference to the Registrant's Current Report on Form 8-K dated October 29, 1993................................................................. * 10.108.3 Third Amendment dated December 30, 1993 to Promissory Note dated July 12, 1993 between AST Research, Inc. and Tandy Corporation.................... 4 - ------------------ * Previously filed.
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. AST Research, Inc. ________________________ (Registrant) By /s/ Bruce C. Edwards ------------------------ Bruce C. Edwards Senior Vice President, Finance and Chief Financial Officer Date: January 7, 1994 EX-10 2 AMENDMENT NO. 3 TO PROMISSORY NOTE DATED July 12, 1993 WHEREAS, AST Research, Inc., a Delaware corporation ("AST"), has issued a promissory note, dated July 12, 1993, as amended by (i) that certain Amendment No. 1 to Promissory Note Dated July 12, 1993; and (ii) that certain Amendment No. 2 to Promissory Note Dated July 12, 1993 (as so amended, the "Note") to Tandy Corporation, a Delaware corporation ("Tandy"), pursuant to the Agreement for Purchase and Sale of Assets, dated as of June 30, 1993, as amended by letters dated July 4, 1993, July 12, 1993, August 5, 1993, and September 20, 1993, and by that certain Supplemental Agreement (the "Supplemental Agreement") dated October 15, 1993 (collectively, the "Agreement"), by and among AST, Tandy, TE Electronics Inc. and GRiD Systems Corporation; WHEREAS, as amended, the Note is in the principal amount of $95,006,000; and WHEREAS, in accordance with Section 2.3 of the Supplemental Agreement, the parties to the Agreement agreed, among other things, to increase the principal amount of the Note by $1,714,000 (the "French Property Amount," as that term is defined in the Supplemental Agreement) upon satisfaction of certain conditions and requirements set forth in the French Affiliate Asset Agreement (as that term is defined in the Supplemental Agreement). NOW, THEREFORE, AST and Tandy hereby agree as follows: 1. The Note is hereby amended to change the original principal amount thereof to $96,720,000, which increase shall be deemed to have occurred as of July 12, 1993. 2. As a result of the above increase in the principal amount of the Note, the original principal amount of the Note, as of July 12, 1993, shall be deemed to be $96,720,000. Consistent with the foregoing, the amount of the standby letter of credit referred to in Section 9 of the Note must be increased to at least $67,704,000 (70% of the outstanding principal amount of the Note on July 12, 1993). IN WITNESS WHEREOF, AST and Tandy have executed this Amendment No. 3 to the Note on the dates set forth below, such Amendment to be effective as of July 12, 1993. December 30, 1993 AST RESEARCH, INC. By:Dennis R. Leibel _____________ Its:Vice President_______________ December __, 1993 TANDY CORPORATION By:_____________________________ Its:____________________________ -----END PRIVACY-ENHANCED MESSAGE-----