-----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, WghdqTQE29RNK1YIwWTdREDwB9eELWI20akXIaan4VahmUQrf6Gh234HcUcZ5R5j KPv/ZmkyDFeE0UtDW3P1lg== 0001047469-98-028986.txt : 19980803 0001047469-98-028986.hdr.sgml : 19980803 ACCESSION NUMBER: 0001047469-98-028986 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980724 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980731 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION MANAGEMENT TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000824578 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 581722085 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16753 FILM NUMBER: 98675733 BUSINESS ADDRESS: STREET 1: 130 CEDAR ST 4TH FLR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2123066100 MAIL ADDRESS: STREET 1: 130 CEDAR STREET CITY: NEW YORK STATE: NY ZIP: 10006 8-K 1 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported) JULY 24, 1998 -------------------------------- INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) DELAWARE - -------------------------------------------------------------------------------- (State of other jurisdiction of incorporation) 0-16753 58-1722085 - ----------------------------------- ---------------------------------------- Commission File No. I.R.S. Employer Identification 130 CEDAR STREET, NEW YORK, NY 10006 - ----------------------------------- ---------------------------------------- Address of principal Zip Code executive offices (212) 306-6100 - ----------------------------------- Registrant's telephone number, including area code ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS The Registrant ("Company") on July 24, 1998, completed the acquisition of all of the issued and outstanding common stock of the Company known as KRL Litho, Inc. d/b/a The Skillcraft Group ("KRL") from Harold Russell and Jeffrey Craugh. KRL is engaged in the business of providing graphic communications including financial research report reproduction, commercial printing, graphic arts design and fulfillment services. The Company purchased all of the outstanding common stock of KRL for the aggregate sum of $9,000,000. The sum of $5,000,000 was paid on closing, on a pro rata basis, to Messrs. Russell and Craugh ($2,963,000 for the purchase of 10 shares of common stock of KRL to Mr. Russell; and $301,000 for the purchase of .845 shares of common stock of KRL to Mr. Craugh). In addition, two (2) Serial Promissory Notes, payable over a 40-month period commencing in the fourth month from closing, were issued as follows: $3,633,320 to Harold Russell; $366,680 to Jeffrey Craugh. The Notes are payable at the rate of an aggregate of $100,000 per month, for 40 months, for a total of $4,000,000. The purchase of the shares of KRL was made through the Company's 100%, wholly-owned subsidiary, Halcon Acquisition Corp. As a part of purchase transaction, the Company was required to guarantee the Promissory Notes issued by Halcon in payment of the purchase price. Additionally, Halcon entered into Employment Agreements with Messrs. Russell and Craugh for a period of 43 months, and granted Harold Russell 100,000 options and Jeffrey Craugh 300,000 options at a strike price of $.9625 for a term of five (5) years. The Company obtained the funds for the initial down payment of $5,000,000 as a result of the issuance of a 12% subordinated convertible debenture in the sum of $4,000,000 and an additional $1,000,000 from a financing arrangement with GE Capital Corp. Neither Messrs. Russell nor Craugh are affiliated or associates of the Company or any of its Officers and Directors. ITEM 7. FINANCIAL STATEMENTS The Company will file a supplemental form 8K containing certified financial statements of KRL as of the purchase date, and all other required pro-forma information. EXHIBITS 1) Copy Press Release issued on July 27, 1998 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. Dated: New York, New York July 31, 1998 INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION IMTECH ----------------------------- (Registrant) ----------------------------- JOSEPH GITTO President and Chief Financial Officer EX-1 2 PRESS RELEASE IMTECH CORPORATION PRESS RELEASE For Immediate Release For Further Information Contact: Joseph Gitto, President and CFO (212) 306-6201 IMTECH CORPORATION ACQUIRES THE SKILLCRAFT GROUP NEW YORK, NEW YORK - JULY 27, 1998 - Information Management Technologies Corporation (IMTECH) (NASDAQ: IMTKA (Class A Common Stock)) announced today that it has completed the acquisition of KRL Litho (d/b/a The Skillcraft Group), a leading provider of commercial printing, graphic arts design, and fulfillment services located in New York City. The terms of the acquisition are not immediately available. "The marriage of IMTECH and Skillcraft," says Matti Kon, Chairman and CEO of IMTECH Corporation, "realizes complementary strengths until now existing separately at each organization." Plans for integrating the two companies include operating The Skillcraft Group and IMTECH as separate divisions under a new consolidated management entity named SkillTech Global Graphics and Communications, Inc. (SkillTech). "By creating SkillTech," says Kon, "we are leveraging the combined abilities of both organizations to serve existing clients better and to develop new products and new opportunities with clients in the financial services and investment banking industries and beyond." According to another IMTECH spokesperson, it is anticipated that the combined entities will immediately generate revenues in excess of (US) $20 million. Furthermore, exceptional growth opportunities are readily available through cross-selling to the combined organization's diverse client base. Harold Russell, former principal and president of The Skillcraft Group, will remain active with the company as president of The Skillcraft Division of SkillTech. According to Russell, the acquisition is the result of a common vision to integrate the two entities and provide clients an increased variety and level of service. "Both companies have experienced mergers and acquisitions on the client-side that sometimes benefit and other times disrupt the client base. The combined entity will be fully prepared to provide a broader range of services from on demand to commercial printing needed by new 'mega-clients' created by recent mergers." IMTECH Corporation's operations include on demand services supported by small to medium format, traditional and digital press and high speed duplication systems. IMTECH's partnership with technology service providers has enabled it to integrate cutting-edge printing and duplication methods, to develop sophisticated production management systems, and to provide technology support to its global client base. The Skillcraft Group's operations include both digital and traditional prepress facilities, along with large format press machines producing finished materials ranging to five-color and more. The company has operated for 32 years and maintains a global presence supported by established global partnerships in Europe and Asia. The statement in this press release that relate to future plans, events or performance are forward-looking statements that involve risks and uncertainties, including risks associated with uncertainties pertaining to customer orders, demand for products and services, development of markets for the Company's products and services and other risks identified in the Company's SEC filings. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence if unanticipated events. IMTECH provides on-site and off-site outsourcing services to firms in the services sector. These services include Research Report Services, Laser Printing, Global Print-on-Demand and Distribution, Legal Duplication, and Facilities Management Services. -----END PRIVACY-ENHANCED MESSAGE-----