-----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, MS5rZf6Yj/RwU9hA20dc8/jv0HsA7Jm2+299hSM9TOsUlnhH5oWkjCMy/SaMjhWZ szWrb8xK4GgN3SyCKTVnFQ== 0001121887-02-000012.txt : 20020731 0001121887-02-000012.hdr.sgml : 20020731 20020731151651 ACCESSION NUMBER: 0001121887-02-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020729 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 20020731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGISTICS INC CENTRAL INDEX KEY: 0000095986 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 042283157 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06421 FILM NUMBER: 02716039 BUSINESS ADDRESS: STREET 1: 9 TECH CIRCLE CITY: NATICK STATE: MA ZIP: 01760 BUSINESS PHONE: 5086551340 MAIL ADDRESS: STREET 1: 9 TECH CIRCLE CITY: NAHCK STATE: MA ZIP: 01760 FORMER COMPANY: FORMER CONFORMED NAME: KILBANON CORP DATE OF NAME CHANGE: 19600201 8-K 1 syn8k4.txt 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 (Date of Earliest Event Reported) Commission File Number July 29, 2002 0-6421 SYNERGISTICS, INC. MASSACHUSETTS 04-2283157 (State of Incorporation) (IRS Employer ID Number) 9 Tech Circle, Natick, MA 01760 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code (508)655-1340 Item 1. Change of Control Synergistics, Inc., a manufacturer of access control systems primarily used to control physical access and building security management in ATM vestibules and small to large commercial buildings and building groups, has signed a definitive merger agreement with a corporation formed by Renaissance Industrial LLC. Under this agreement, the new corporation will merge with Synergistics and each share of common stock of Synergistics will be canceled in exchange for a cash payment of approximately $.03 per share based on a total purchase price of approximately $350,000, subject to certain adjustments. The transaction has been approved by the Board of Directors of both companies. Completion of the merger is subject to the approval by the holders of two-thirds of the outstanding shares of common stock of Synergistics. The principal stockholder of Synergistics has entered into a voting agreement to vote their shares, constituting in excess of two-thirds of the outstanding shares of common stock of Synergistics, in favor of the merger. Synergistics expects to file preliminary proxy materials within approximately one week for a stockholder meeting to act on the merger agreement. If the transaction is approved by the stockholders of Synergistics, Synergistics will seek to terminate registration of its common stock under the Securities Exchange Act of 1934, as amended, and cease being a publicly traded corporation. Item 7. Financial Statements and Exhibits (a) Not Required (b) Not Required (c) Exhibits. 99.77H Press Release 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 thereunto duly authorized. Synergistics, Inc. DATE 7/29/02 BY /S/DAVID S. LONGWORTH David S. Longworth President and Clerk EX-99 3 pubnote4.txt PRESS RELEASE SYNERGISTICS, INC. SIGNS MERGER AGREEMENT Boston, Massachusetts, July 29, 2002 - Synergistics, Inc., a manufacturer of access control systems primarily used to control physical access and building security management in ATM vestibules and small to large commercial buildings and building groups, announced today that it has signed a definitive merger agreement with a corporation formed by Renaissance Industrial LLC. Under this agreement, the new corporation will merge with Synergistics and each share of common stock of Synergistics will be canceled in exchange for a cash payment of approximately $.03 per share based on a total purchase price of approximately $350,000, subject to certain adjustments. The transaction has been approved by the Board of Directors of both companies. Completion of the merger is subject to the approval by the holders of two-thirds of the outstanding shares of common stock of Synergistics. The principal stockholder of Synergistics has entered into a voting agreement to vote their shares, constituting in excess of two-thirds of the outstanding shares of common stock of Synergistics, in favor of the merger. Synergistics expects to file preliminary proxy materials within approximately one week for a stockholder meeting to act on the merger agreement. If the transaction is approved by the stockholders of Synergistics, Synergistics will seek to terminate registration of its common stock under the Securities Exchange Act of 1934, as amended, and cease being a publicly traded corporation. -----END PRIVACY-ENHANCED MESSAGE-----