-----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, JmCaweW9aag2HJG1jRhLoEAAkv/WO3Sg8oEb/siZfW8AuiLDm8dEnmg82tpNf0w5 /qC8+803tiRPb8MOESiUww== /in/edgar/work/20000609/0000909143-00-000162/0000909143-00-000162.txt : 20000919 0000909143-00-000162.hdr.sgml : 20000919 ACCESSION NUMBER: 0000909143-00-000162 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000525 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOCUCON INCORPORATED CENTRAL INDEX KEY: 0000843006 STANDARD INDUSTRIAL CLASSIFICATION: [7370 ] IRS NUMBER: 742418590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10185 FILM NUMBER: 652516 BUSINESS ADDRESS: STREET 1: 7461 CALLAGHAN RD CITY: SAN ANTONIO STATE: TX ZIP: 78229 BUSINESS PHONE: 2105259221 MAIL ADDRESS: STREET 1: 7461 CALLAGHAN ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78229 8-K 1 0001.txt 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) May 25, 2000 DOCUCON INCORPORATED (Exact name of registrant as specified in its charter) -------------------------- ________________________________________________________________ Delaware 1-10185 74-2418590 - -------------------- ----------------------- ----------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) No.) ________________________________________________________________ 140 E. Houston Street, Suite 200 San Antonio, Texas 78205 (Address of principal executive offices) (Zip Code) ________________________________________________________________ Registrant's telephone number, including area code (210)225-5000 20 Valley Stream Parkway, Suite 140 Malvern, Pennsylvania 19355 ----------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On May 25, 2000, Docucon, Incorporated (the "Registrant") completed the sale of substantially all of its operating assets and certain liabilities and obligations (the "Sale") to Bunt Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Tab Products Co. (the "Buyer"). The Sale was consummated in accordance with the terms of that certain Asset Purchase Agreement dated as of March 7, 2000 (the "Agreement"). A copy of the Agreement has been incorporated herein by reference. Under the Agreement, the consideration paid to the Registrant in connection with the Sale was approximately $2,800,000, and the liabilities and obligations assumed by Buyer were valued at about $2,300,000. The purchase price is subject to adjustments thirty (30) days after the closing based on the total net value of the assets sold, as set forth in a closing balance sheet. The total consideration paid in the Sale was determined through arm's length negotiations between the parties. Neither the Registrant nor any of its affiliates had, nor to the knowledge of the Registrant did any director or officer, or any associated of any such director or officer of the Registrant, have any material relationship with the Buyer. Item 5. Other Events On June 9, 2000, the Registrant issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits (a) FINANCIAL STATEMENT OF BUSINESSES ACQUIRED. Not Applicable. (b) PRO FORMA FINANCIAL INFORMATION. As indicated above, the Registrant has consummated the Sale of all of its operating assets. Accordingly, the Registrant's historical financial position and results of operations are irrelevant to the Registrant's future prospects, if any. As such, the pro forma financial information required by this Item has not been included herewith. (c) EXHIBITS. Exhibit No. Description - ----------- ----------- 2.1 Asset Purchase Agreement, dated as March 7, 2000, by and among Tab Products Co., a Delaware corporation ("Parent"), and Bunt Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent, on the one hand, and Docucon, Incorporated, a Delaware corporation, on the other hand. (Incorporated by reference from Exhibit 2.1 to current Report on Form 8-K filed by the Parent on June 9, 2000) 99.1 Registrant press release dated June 9, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DOCUCON INCORPORATED Date: June 9, 2000 By: /s/ ROBERT W. SCHWARTZ ------------------------------ Robert W. Schwartz, President and CEO EXHIBIT INDEX --------------- Exhibit No. Description - ----------- ----------- 2.1 Asset Purchase Agreement, dated as March 7, 2000, by and among Tab Products Co., a Delaware corporation ("Parent"), and Bunt Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent, on the one hand, and Docucon, Incorporated, a Delaware corporation, on the other hand. (Incorporated by reference from Exhibit 2.1 to current Report on Form 8-K filed by the Parent on June 9, 2000) 99.1 Registrant press release dated June 9, 2000 EX-99.1 2 0002.txt FOR IMMEDIATE RELEASE DOCUCON INCORPORATED For additional information, contact: Robert W. Schwartz President and CEO Docucon, Incorporated (518)786-7733 140 E. Houston Street, Suite 200 San Antonio, Texas 78205 tel. (210)225-5000 DOCUCON COMPLETES SALE OF OPERATING ASSETS TO TAB SAN ANTONIO, TX, June 9, 2000 - Docucon, Incorporated (OTC Bulletin Board: DOCU) announced that it has consummated the sale of its operating assets and associated liabilities to TAB Products Co. (AMEX:TBP), which has headquarters in San Jose, California. Under the purchase agreement TAB acquired certain assets and assumed certain liabilities associated with Docucon's San Antonio operations center, which provides electronic imaging conversion services. The purchase price was $5.1 million and is a combination of cash and assumed liabilities. The purchase price is subject to certain post closing adjustments 30 days after closing. Approximately 85 employees, including operations, software engineers and sales personnel, transferred to TAB. Docucon has moved its principal executive office from Malvern, Pennsylvania to San Antonio, Texas. The company accepted the resignation of Douglas P. Gill, and Robert W. Schwartz assumed the positions of President and CEO. Mr. Schwartz has been a member of the board since 1997. Currently, the board is exploring strategic options. This release contains forward-looking statements that are subject to risks and uncertainties, including but not limited to volatility of stock market prices due to market conditions, competition and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. All parties receiving this release are encouraged to review all filings made by the Company with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----