-----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, OitxoNN7cPMkp6P3mAzy322rmxiRELtKmCThKu6Hrvdh99/MtiDCKFun0kWxVb/v nmRgyRTTF0eyfdcska7c9w== 0000725182-96-000041.txt : 19960716 0000725182-96-000041.hdr.sgml : 19960716 ACCESSION NUMBER: 0000725182-96-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960712 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960715 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AST RESEARCH INC /DE/ CENTRAL INDEX KEY: 0000725182 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 953525565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13941 FILM NUMBER: 96594698 BUSINESS ADDRESS: STREET 1: 16215 ALTON PKWY CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7147274141 8-K 1 FORM 8-K DATED JULY 12, 1996 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) JULY 12, 1996 (JULY 11, 1996) 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 NOT APPLICABLE (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On July 12, 1996, AST Research, Inc. (the "Company") announced that it has repaid a $90 million promissory note due to Tandy Corporation ("Tandy") related to the 1993 acquisition of Tandy's PC manufacturing operations. Under terms of the repayment, on July 11, 1996, the Company issued 4,498,594 shares of common stock to Tandy representing $30 million of the $90 million promissory note and paid Tandy $60 million in cash to complete payment of the principal of the note. Subsequent to that transaction, also on July 11, 1996, the Company issued 8,499,336 shares of common stock to Samsung Electronic Co. Ltd. ("Samsung") in exchange for $60 million in cash that was used to fund the $60 million cash payment to Tandy. This issuance was at Samsung's discretion pursuant to the 1995 Letter of Credit Agreement between the Company and Samsung. The total amount of newly issued common stock of 12,997,930 represents approximately 22.5 percent of the Company's total outstanding common stock after all of the shares were issued. The total number of shares of common stock outstanding after issuance of all shares is 57,734,830. Samsung, including stock held by Samsung's U.S. subsidiary, now owns 26,389,336 shares of common stock representing 45.7 percent of the outstanding shares. In addition, Samsung owns an option to purchase 4,400,000 shares of common stock at $.01 per share that was issued as part of the Additional Support Agreement dated December 21, 1995 between the Company and Samsung. Samsung's ownership percentage would increase to 49.55 percent upon exercise of this option and based on the current number of shares outstanding. Sections 382 and 383 of the Internal Revenue Code of 1986 place certain limitations on U.S. net operating loss carryforwards and excess credits if one or more shareholders have increased their ownership by more than 50 percentage points. Taken together, Tandy and Samsung have increased more than 50 percentage points, and the Company believes it will be subject to the Section 382 and 383 limitations. The limitation caused by this change does not apply to net operating losses and excess credits incurred subsequent to this change. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Description - ------- -------------------------------------------------------- 99.1 Press release issued by the Registrant on July 12, 1996, announcing that the Company completed the repayment of a $90 million promissory note due to Tandy Corporation through the issuance of common stock representing $30 million and cash of $60 million. In addition, the Company announced that it issued common stock for $60 million in exchange for cash advanced from Samsung which was used to fund the $60 million cash payment to Tandy. 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/ DENNIS R. LEIBEL Dennis R. Leibel Senior Vice President, Legal, Administration and Secretary Date: July 12, 1996 EX-99.1 2 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Media Contact: Emory Epperson (714) 727-7958 Analyst Contact: Misty Ohmart (714) 727-7728 AST REPAYS $90 MILLION PROMISSORY NOTE TO TANDY CORP. IRVINE, Calif. (July 12, 1996) -- AST Research Inc. (ASTA--NASDAQ) today announced that it has completed its previously-disclosed plans to repay a $90 million three-year promissory note due to Tandy Corporation related to the 1993 acquisition of Tandy Corporation's personal computer manufacturing operations. Under terms of the repayment, AST provided Tandy with $30 million in newly- issued AST stock, representing approximately 4.5 million shares, along with $60 million in cash. Cash paid to Tandy was advanced this week to AST by Samsung Electronics Co., Ltd. as part of a 1995 Letter of Credit Agreement between AST and Samsung which resulted in Samsung receiving approximately 8.5 million shares of newly-issued AST stock. This increases Samsung's stock ownership to 26.4 million shares (including those held by Samsung's U.S. subsidiary), representing approximately 46 percent of AST's total outstanding shares. The total amount of newly-issued AST stock delivered to both Samsung and Tandy yesterday was approximately 13.0 million shares, representing approximately 23 percent of AST's total outstanding shares after all the shares were issued. Samsung also holds options for 4.4 million shares of stock that were issued in connection with a Dec. 1995 support agreement. If these options were now exercised, Samsung's ownership position today would increase to approximately 49.6 percent. AST Research Inc., a member of the Fortune 500 list of America's largest industrial and service companies, is one of the world's leading personal computer manufacturers. The company develops a broad spectrum of desktop, mobile and server PC products that are sold in more than 100 countries worldwide. AST systems meet a wide range of customer needs, ranging from corporate business applications to advanced home and home office use. Corporate headquarters is located at 16215 Alton Parkway, P.O. Box 57005, Irvine, Calif. 92619-7005. Telephone (714) 727-4141 or (800) 876-4278. Fax: (714) 727-9355. Information about AST and its products can be found on the World Wide Web at http://www.ast.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----