-----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, IgGh/Sx6xYkw6TrXKFjQeniNee+qTTVkSazDYAxOPHAJojs1OgI1IvxI262cS2JO /p4BtsLk6XYomfkY9Q+3Ww== 0000944209-96-000605.txt : 19961205 0000944209-96-000605.hdr.sgml : 19961205 ACCESSION NUMBER: 0000944209-96-000605 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961129 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961204 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEW TECH INC CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 770312442 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-91232 FILM NUMBER: 96675549 BUSINESS ADDRESS: STREET 1: 950 FLYNN RD STREET 2: STE F CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8054828277 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: November 29, 1996 VIEW TECH, INC. (Exact name of the registrant as specified in its charter) DELAWARE 0-25940 77-0312442 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) I.D. Number) 950 FLYNN ROAD, CAMARILLO, CALIFORNIA 93012 (Address of principal executive offices) (Zip Code) (805) 482-8277 Registrant's telephone number, including area code N/A (Former name or former address, if changed from last report) ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On November 29, 1996, View Tech, Inc. ("View Tech") completed the acquisition of all of the outstanding shares of USTeleCenters, Inc. ("UST") in exchange for approximately 2,240,976 shares of View Tech Common Stock. As a consequence of the acquisition, UST will merge with and into View Tech Acquisition, Inc., which will change its name and continue to operate under the name of USTeleCenters, Inc. Reference is made to View Tech's Form S-4 (SEC File No. 333-13459), which is incorporated herein by reference, and contains a detailed description of how View Tech determined the purchase price for UST and also lists the different relationships among the parties to the transaction. Also attached herewith as Exhibit 1 and incorporated herein by reference is a copy of the press release announcing the completion of the acquisition of UST by View Tech. ITEM 7. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Exhibit 1. Press Release dated December 3, 1996 announcing the completion of - ---------- the merger between View Tech and UST. Financial statements are not being filed with this report on Form 8-K; however, View Tech will file such financial statements as an amendment to this Form 8-K on or before February 14, 1997. 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 duly authorized. VIEW TECH, INC. December 3, 1996 BY: /s/ William M. McKay - -------------------------------- -------------------------------- Date William M. McKay Chief Financial Officer 3 Exhibit 1 For Further Information: CONTACT: ROBERT G. HATFIELD FRANKLIN A. REECE, III Chairman and CEO Chairman and President or USTELECENTERS, INC. William M. McKay (617) 439-9911 Chief Financial Officer and Treasurer VIEW TECH, INC. (805) 482-8277 William F. Coffin President COFFIN * KCSA (818) 789-0100 For Immediate Release: December 3, 1996 VIEW TECH, INC. AND USTELECENTERS, INC. ANNOUNCE CLOSING OF MERGER ....MAKING THE COMBINED COMPANY A NATIONWIDE FULL SERVICE TELECOMMUNICATIONS COMPANY... CAMARILLO, CA/BOSTON, MA, December 3, 1996--View Tech, Inc. (NASDAQ/NMS:VUTK), a leader in video communications, and USTeleCenters, Inc., one of the oldest and largest authorized sales agents for the Regional Bell Operating Companies (RBOC's), announced today the closing of the merger between View Tech and USTeleCenters effective Friday, November 29, 1996. The merger was initially approved at each company's respective shareholders' meeting held on November 26, 1996. With the completion of the merger, View Tech is uniquely positioned in the voice, video and data communications market to continue to expand nationally and take full advantage of the many opportunities now available to the combined company. Robert G. Hatfield, Chairman and CEO of View Tech, Inc. remarked on the closing of the merger, "Having completed the merger is extremely significant to our shareholders, our Company and the customers we serve. View Tech can now offer an entire package of communications products to the business, education and medical communities, including voice, video and data networks, bridging, Internet access and services including engineering, maintenance and training." Mr. Hatfield added, "Our combined company will work diligently to maintain the high quality level of service that our customers are accustomed to while striving to integrate the two companies and take full advantage of the increased capabilities and overall synergy provided by the merger. In addition, the merger will substantially enhance our revenue generation capabilities, for example, assuming the merger had been completed prior to June 30, 1996, the pro forma combined revenues for the year then ended would have been approximately $33 million on a profitable basis." Franklin A. Reece, III, Chairman and President of USTeleCenters commented on the merger, "We think this is truly a win-win business combination. We expect our clients, customers, employees, and shareholders will all be winners. The winning combination of bundled product offerings to customers, our quality, service-oriented employees and nationally recognized clients will give our new business a dynamic platform upon which to build communication solutions and services from coast to coast." -More- 4 View Tech, Inc. USTeleCenters, Inc. December 3, 1996 Page Two Mr. Hatfield continued, "Both View Tech and USTeleCenters bring to the communications industry some of the most talented people in the industry. We are all firmly committed to continuing to provide our customers and clients with the finest communications products and services available." About View Tech, Inc. - --------------------- View Tech, Inc., founded in 1992, is a leader in the marketing, integration and installation of video communication systems and related technology applications. View Tech provides engineering, consulting, training and maintenance services for its entire installed customer base. The company's products and services enable its customers to engage in face-to-face discussions and meetings anywhere in the world through advanced video digital networks. About USTeleCenters, Inc. - ------------------------- USTeleCenters, Inc., founded in 1986, is a single source provider of voice, video and data equipment, network services and bundling telecommunications solutions for business customers. The company has equipment distribution partnerships with Ascend, Northern Telecom, PictureTel and markets network services nationally through agency agreements with Bell Atlantic, GTE, NYNEX, Southwestern Bell and Sprint. ### 5 -----END PRIVACY-ENHANCED MESSAGE-----