SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )1
SPACETEC IMC CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
---------------------------------------------------------
(Title of Class of Securities)
846281103
----------------------
(CUSIP Number)
Mr. Roger R. Krouse Michael Weinsier, Esq.
Vice President Parker Chapin Flattau &
Labtec Inc. Klimpl, LLP
1499 Southeast Tech Center Drive 1211 Sixth Avenue, 17th Floor
Vancouver, Washington 98683 New York, New York 10036
(503) 819-0325 (212) 704-6000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 21, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
CUSIP Number 846281103
(Continued on following pages)
(Page 1 of 26 Pages)
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Labtec Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
--------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,357,147
OWNED BY
--------------------------------------
EACH REPORT- 9 SOLE DISPOSITIVE POWER
ING PERSON
--------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,357,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON
CO
(Page 2 of 26 Pages)
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sun Multimedia Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
--------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,357,147
OWNED BY
--------------------------------------
EACH REPORT- 9 SOLE DISPOSITIVE POWER
ING PERSON
--------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,357,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON
LP
(Page 3 of 26 Pages)
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sun Multimedia Advisors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
--------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,357,147
OWNED BY
--------------------------------------
EACH REPORT- 9 SOLE DISPOSITIVE POWER
ING PERSON
--------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,357,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON
CO
(Page 4 of 26 Pages)
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marc J. Leder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
--------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,357,147
OWNED BY
--------------------------------------
EACH REPORT- 9 SOLE DISPOSITIVE POWER
ING PERSON
--------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,357,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON
IN
(Page 5 of 26 Pages)
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rodger R. Krouse
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
--------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,357,147
OWNED BY
--------------------------------------
EACH REPORT- 9 SOLE DISPOSITIVE POWER
ING PERSON
--------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,357,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON
IN
(Page 6 of 26 Pages)
<PAGE>
ITEM 1. SECURITY AND THE ISSUER
The title of the class of equity securities to which this
statement relates is:
Common Stock, $.01 par value ("Spacetec Common Stock"),
of Spacetec IMC Corporation., a Massachusetts corporation
("Spacetec").
The name of the issuer and address of its principal executive
offices are:
Spacetec IMC Corporation
The Boott Mills
100 Foot of John Street
Lowell, Massachusetts 01852-1126
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Labtec Inc., a Delaware
corporation ("Labtec"), Sun Multimedia Partners, L.P., a Delaware limited
partnership ("Partners"), Sun Multimedia Advisors, Inc., a Delaware corporation
("Advisors"), Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse"). Leder and
Krouse may each be deemed to control Labtec, Partners and Advisors, as Leder and
Krouse each own 50% of the capital stock of Advisors, which in turn is the
general partner and managing partner of Partners, which in turn owns 19,352,940
shares of common stock of Labtec ("Labtec Common Stock"), representing 77.38% of
the total 25,011,310 shares of common stock issued and outstanding. Labtec,
Partners, Advisors, Leder and Krouse are collectively referred to as the
"Reporting Persons".
The principal business address of each of the Reporting
Persons is 5355 Town Center Road, Suite 802, Boca Raton, Florida 33486. Leder
and Krouse are each citizens of the United States of America.
During the past five years, none of the Reporting Persons and,
to the knowledge of the Reporting Persons, none of the executive officers or
directors of the Reporting Persons, if applicable, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws. Certain information with respect to the
executive officers and directors
(Page 7 of 26 Pages)
<PAGE>
of the Reporting Persons, if applicable, is set forth on Schedule A attached
hereto.
Labtec manufactures and distributes high technology audio
input and audio output peripheral products for the personal computer industry.
Leder and Krouse are principally engaged in merchant banking
and the acquisition and operation of middle market companies.
Partners and Advisors are each principally engaged in making
investments.
Labtec and Partners constitute, and are filing this
statement, as a "group" within the meaning of Rule 13d-5 under the Securities
Exchange Act of 1934. Leder, Krouse and Advisors constitute, and are filing this
statement, as a "group", within such meaning.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Merger (as defined and more fully described in
Item 4 below), Spacetec will acquire all of the issued and outstanding shares of
capital stock of Labtec. Labtec's stockholders, including Partners, will
initially receive newly-issued shares of Spacetec Common Stock representing
approximately 67% of the total shares of Spacetec outstanding after such
issuance and may, thereafter, receive additional shares of Spacetec Common Stock
that could increase such ownership percentage to as much as 79%, in each case
without the payment of any consideration.
In connection with, and as a condition to, the execution by
Labtec of the Merger Agreement (as defined in Item 4 below), Labtec required
that certain stockholders of Spacetec enter into the Voting Agreements (as
defined in Item 4 below). No payments are required to be made by the Reporting
Persons in connection with any of the Voting Agreements.
ITEM 4. PURPOSE OF TRANSACTION
On October 21, 1998, Spacetec and SIMC Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of Spacetec
("SIMC"), entered into an Agreement and Plan of Merger with Labtec. The parties
amended and restated the agreement on November 13, 1998 pursuant to an Amended
and Restated Agreement and Plan of Merger (as so amended and
(Page 8 of 26 Pages)
<PAGE>
restated, the "Merger Agreement"). Based in Lowell, Massachusetts, Spacetec
manufactures and markets interactive input controllers and software technology
for use with three-dimensional graphical applications. Based in Vancouver,
Washington, Labtec manufactures and distributes high technology audio input and
audio output peripheral products for the personal computer industry.
A copy of the Merger Agreement was filed as Exhibit 2.1 to the
current report on Form 8-K of Spacetec dated October 21, 1998 and filed with the
Securities and Exchange Commission (the "SEC") on November 17, 1998 (the
"Spacetec 8-K"). Copies of the press releases of Spacetec dated October 21, 1998
(the "October Press Release") and November 5, 1998 (the "November Press
Release") were filed as Exhibit 99.1 and Exhibit 99.3, respectively, to the
Spacetec 8-K. The Merger Agreement, the October Press Release and the November
Press Release are hereby incorporated herein by reference as Exhibits 2.1, 99.1
and 99.3, respectively. The following description of the Merger Agreement is
qualified by reference to the Merger Agreement incorporated herein by reference.
Merger Agreement.
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Pursuant to the Merger Agreement, pending stockholder approval
of the transaction, upon completion of the merger, Labtec will merge with SIMC
and Labtec will continue as the surviving corporation and become a wholly-owned
subsidiary of Spacetec (the "Merger"). Spacetec will continue to survive as a
publicly-traded company following the Merger. In addition, as a condition to the
Merger, Spacetec will create a new subsidiary to hold all non-cash assets and
all liabilities of Spacetec. Spacetec will also amend its Articles of
Organization to change its name to Labtec Inc. and to increase the total number
of shares of Spacetec Common Stock authorized for issuance from 20,000,000 to
25,000,000.
Upon completion of the Merger, Spacetec will issue to Labtec's
stockholders approximately 13,864,000 shares of Spacetec Common Stock, and
Labtec's stockholders will own, in the aggregate, approximately 67% of
Spacetec's outstanding capital stock following completion of the transaction.
Current Spacetec stockholders, who own 6,847,000 shares of Spacetec Common Stock
(Page 9 of 26 Pages)
<PAGE>
as of October 20, 1998, will own approximately 33% of the outstanding Spacetec
Common Stock following completion of the Merger. Consequently, in connection
with the Merger, holders of shares of Labtec Common Stock outstanding at the
effective time of the Merger will exchange each share of their Labtec Common
Stock for .55430739 of a share of Spacetec Common Stock. Furthermore, holders of
Labtec stock options outstanding at the effective time of the Merger will
exchange their existing Labtec options and receive options to acquire up to
approximately 2,114,000 shares of Spacetec Common Stock, upon the same exchange
ratio of .55430739 shares of Spacetec Common Stock for each share of Labtec
Common Stock and upon the current vesting schedule for such options. There are
also outstanding options to purchase an aggregate of approximately 1,148,000
shares of Spacetec Common Stock held by current employees, officers and
directors of Spacetec.
Subsequent to the effective time of the Merger and the
issuance of the shares of Spacetec Common Stock to Labtec's stockholders,
Spacetec will amend its Articles of Organization to effect a one-for-three
reverse split of all shares of Spacetec Common Stock then outstanding.
Holders of Labtec Common Stock outstanding at the effective
time of the Merger will also receive a pro-rata portion (based on their
proportionate equity interests in Labtec) of principal and interest payments to
be made under an unsecured promissory note to be issued by Spacetec in the
principal amount of $1,065,000. This note will be subordinated to all
institutional indebtedness of Spacetec, bear interest payable quarterly at the
rate of 10% per annum, and mature six years from completion of the Merger, at
which time the entire principal amount of the note will become due and payable.
Holders of Labtec Common Stock outstanding at the effective
time of the Merger will also receive rights to receive additional shares of
Spacetec Common Stock (the "Contingent Shares") that may be issued based on a
valuation or sale, on or prior to December 31, 1999, of Spacetec's industrial
CAD/CAM business (the "Business") which is below $6,000,000 in value. The
determination of value, whether in connection with a valuation or a sale, will
include the net income or loss of Spacetec's businesses from October 1, 1998
through the valuation
(Page 10 of 26 Pages)
<PAGE>
or sale date (but excluding the operations of the Labtec-related businesses).
In general, if the Business is sold or valued below
$6,000,000, in accordance with the procedures set forth in the Merger Agreement,
then for each $1,000,000 of incremental reduction in the value of the Business,
Labtec stockholders will receive additional shares of Spacetec Common Stock so
as to increase by 2.7555% the percentage ownership of Labtec's stockholders
measured immediately following the effective time of the Merger. For reductions
in value below or between the $1,000,000 increments, the adjustment will be
pro-rated. A maximum of approximately 11,894,000 Contingent Shares may be issued
to Labtec's stockholders, such that Labtec's stockholders could hold, in the
aggregate, including the shares to be issued to Labtec's stockholders upon the
consummation of the Merger, up to a maximum of 79% of the outstanding Spacetec
Common Stock as measured immediately following the effective time of the Merger.
The Spacetec Board of Directors will have the right to, at any
time, establish a valuation which will serve as the basis of the equity
adjustment, if any, or determine not to sell the Business, in which event no
equity adjustment will be made and no Contingent Shares will be issued.
The parties' obligation to consummate the Merger and the other
transactions contemplated under the Merger Agreement is conditioned upon, among
other things, approval by Spacetec's stockholders of the issuance of the shares
of Spacetec Common Stock to Labtec's stockholders and the satisfactory
completion of each party's due diligence of the business, financial condition
and operations of the other party by November 4, 1998. On November 4, 1998, each
party satisfactorily completed its due diligence investigation pursuant to the
Merger Agreement. Spacetec has advanced $250,000 to Labtec as partial
compensation for transaction-related fees and expenses (including accountants',
consultants' and attorney's fees) previously incurred by Labtec during the
negotiation of the Merger Agreement and Labtec's prior conduct of preliminary
due diligence. This advance is non-refundable should the Merger Agreement be
terminated by any party.
(Page 11 of 26 Pages)
<PAGE>
Effective upon consummation of the Merger, the initial
directors of Spacetec will include four directors nominated by Spacetec and
eight directors nominated by Labtec for election at the special meeting of
stockholders of Spacetec to be called to approve the transactions contemplated
by the Merger Agreement. The initial directors of Spacetec upon consummation of
the Merger will be divided into four Class I Directors, four Class II Directors
and four Class III Directors who will serve initial terms of one year, two years
and three years, respectively. Following the consummation of the Merger,
directors elected at each annual meeting of stockholders of Spacetec will be
elected to serve for a term of three years. Labtec will have the right to
nominate three of the initial Class I Directors, two of the initial Class II
Directors and three of the initial Class III Directors. Spacetec will have the
right to nominate one of the initial Class I Directors, two of the initial Class
II Directors and one of the initial Class III Directors.
The obligation of the parties to consummate the Merger is
subject to the satisfaction of certain customary closing conditions. These
closing conditions, which must be satisfied by March 31, 1999, include, among
other things, the approval by Spacetec's stockholders of the issuance of the
shares of Spacetec Common Stock to Labtec's stockholders and the occurrence of
no event which would, individually or in the aggregate, cause a material adverse
effect on the business, assets, financial condition or results of operations (a
"Material Adverse Effect") of a party.
The Merger Agreement may be terminated by Spacetec or Labtec
if the Spacetec Board recommends an acquisition proposal of a third party that
it has determined to be more favorable to its stockholders from a financial
point of view than the Merger. Furthermore, the Merger Agreement may be
terminated by Labtec upon a material breach of any representation or warranty
made, or a material default of any covenant contained, in any of the Voting
Agreements (as defined below). Labtec may terminate the Merger Agreement should
the Spacetec Board withdraw or modify, in a manner adverse to Labtec, its
recommendation to the Spacetec stockholders (or announce an intention to do so)
to approve, among other things, the issuance of the shares of Spacetec Common
Stock to Labtec's stockholders. Labtec may also terminate the Merger Agreement
should a tender offer or exchange offer for 20%
(Page 12 of 26 Pages)
<PAGE>
or more of the outstanding shares of Spacetec Common Stock commence and the
Spacetec Board takes no position or fails to recommend against the acceptance of
such tender or exchange offer. Similarly, Labtec may terminate the Merger
Agreement should the Spacetec Board recommend an alternative acquisition
proposal to the Spacetec stockholders. Finally, Labtec may terminate the Merger
Agreement should discussions with any third party regarding an acquisition
proposal continue for more than sixty days. For this purpose, an acquisition
proposal includes any acquisition, tender offer (including a self-tender offer),
exchange offer, merger, consolidation, acquisition of beneficial ownership of or
the right to vote securities representing 10% or more of the total voting power
of Spacetec, dissolution, business combination, purchase of all or any
significant portion of the assets or any division of, or any equity interest in,
Spacetec or its subsidiaries, other than the Merger.
In the case of a termination by Labtec for any of the above
reasons, Spacetec must pay Labtec a termination fee of $300,000, plus all
transaction-related expenses incurred by Labtec. In addition, in the event that
Spacetec enters into an agreement regarding an alternative acquisition proposal
with a third party within 12 months after the termination of the Agreement or
the payment of the initial $300,000 termination fee, Spacetec must pay Labtec an
additional fee based upon the total value of the consideration to be received by
Spacetec, its subsidiaries or its stockholders pursuant to the alternative
acquisition proposal. The additional termination fee is equal to 5% of the
amount by which the total value of all consideration to be received by Spacetec,
its subsidiaries or its stockholders pursuant to the alternative acquisition
proposal exceeds the total value of all outstanding shares of Spacetec Common
Stock on the date immediately preceding the date of the Merger Agreement (that
is, the market capitalization of Spacetec Common Stock as of the close of
trading on the day before the original signing of the Merger Agreement, valued
at $1.375 per share, or $9,414,616 of Spacetec market capitalization).
The Merger Agreement may also be terminated by Spacetec or
Labtec upon the occurrence of a number of events, including the mutual consent
of the parties, the issuance of certain orders or other actions of a court or
other governmental, regulatory or administrative agency or commission, if the
completion of the
(Page 13 of 26 Pages)
<PAGE>
Merger has not occurred on or prior to March 31, 1999, or by a non-breaching
party upon certain breaches of covenants, representations or warranties that are
not curable through the reasonable efforts of the breaching party. Should the
Merger Agreement be terminated pursuant to a breach of any representation,
warranty or covenant that would cause a Material Adverse Effect, the party
causing the breach will reimburse the terminating party for all
transaction-related expenses.
Upon the consummation of the Merger, Spacetec may be unable to
satisfy certain requirements necessary in order for shares of Spacetec Common
Stock to continue to be quoted on the NASDAQ Stock Market's National Market.
Should this occur, the Reporting Persons believe that Spacetec would apply to
have shares of Spacetec Common Stock quoted on the NASDAQ Stock Market's
SmallCap Market until such time as Spacetec may, once again, in the future,
become eligible to have Spacetec Common Stock quoted on the NASDAQ Stock
Market's National Market.
Voting Agreements.
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As an inducement to Labtec to enter into the Merger Agreement,
J. Grant Jagelman, Dennis T. Gain and certain of their respective affiliates
(together, the "Principal Stockholders") have each entered into a Voting
Agreement and Irrevocable Proxy with Labtec (each, a "Voting Agreement" and,
collectively, the "Voting Agreements"), pursuant to which each Principal
Stockholder has agreed to vote for approval of the transactions contemplated by
the Merger Agreement. A copy the form of Voting Agreement was filed as Exhibit
99.2 to the Spacetec 8-K and is hereby incorporated herein by reference as
Exhibit 99.2. The following description of the Voting Agreements is qualified by
reference to the form of the Voting Agreement incorporated herein by reference.
Pursuant to the Voting Agreements, each Principal Stockholder
also agreed to vote against any action or agreement that would result in any
breach of the Merger Agreement or a reduction in the benefits to Labtec, and
against any alternative acquisition proposal. Each Principal Stockholder has
also granted an irrevocable proxy to Labtec, granting Labtec the authority to
similarly vote the shares of Spacetec Common Stock owned by such Principal
Stockholder. As a result of the Voting
(Page 14 of 26 Pages)
<PAGE>
Agreements, Labtec has shared power to vote an aggregate of 1,357,147 shares of
Spacetec Common Stock for the limited purposes described above, and such shares
constitute approximately 19.8% of the issued and outstanding shares of Spacetec
Common Stock as of October 20, 1998.
Each Voting Agreement terminates upon the completion of the
Merger or the termination of the Merger Agreement, whichever occurs first.
However, in the event that the Merger Agreement is terminated and any Principal
Stockholder sells or otherwise disposes of shares of Spacetec Common Stock
pursuant to an alternative acquisition proposal where Spacetec is obligated to
pay Labtec the additional termination fee either (i) within 90 days following
the termination of the Merger Agreement or (ii) thereafter to any third party
with which Spacetec had any discussion concerning a possible alternative
acquisition proposal prior to the termination of the Merger Agreement, such
Principal Stockholder must also pay Labtec a fee. If the consideration received
by a Principal Stockholder pursuant to an alternative acquisition proposal is in
excess of $8.00 per share, such Principal Stockholder must pay Labtec 50% of the
per share consideration it receives in excess of $8.00. If the consideration
received is less than $8.00 per share, such Principal Stockholder must pay
Labtec an amount equal to the value of the consideration per share it received
in excess of $1.375 (not to exceed $2.00 per share). No amount will be paid by
any Principal Stockholders to Labtec in connection with any transaction in which
Spacetec is merged with another corporation and such Principal Stockholder is
forced to sell or otherwise dispose of such shares. Spacetec did not pay any
additional consideration to any of the Principal Stockholders in connection with
the execution and delivery of the Voting Agreements. In addition, Spacetec has
agreed to use its best efforts to have Morton E. Goulder, a director of
Spacetec, and John A. Hilton, an executive officer of Spacetec, to execute and
deliver a voting agreement substantially in the form of the Voting Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Pursuant to the Voting Agreements, each of the Reporting
Persons may be deemed to share the power to vote 1,357,147 shares of Spacetec
Common Stock, in the aggregate,
(Page 15 of 26 Pages)
<PAGE>
which shares constitute approximately 19.8% of all outstanding shares of
Spacetec Common Stock as of October 20, 1998.
Pursuant to the foregoing, each of the Reporting Persons may
be deemed to beneficially own in the aggregate 19.8% of the shares of Spacetec
Common Stock outstanding as of October 20, 1998.
The Reporting Persons intend to acquire control over Spacetec
pursuant to the Merger. If the Merger is effected, Labtec's stockholders will
acquire, in the aggregate, approximately 66.94% of the outstanding shares of
capital stock of Spacetec, including an aggregate of approximately 51.8% that
will be acquired by Partners.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER
Reference is made to Item 4 above and the exhibits
incorporated herein by reference for a description of the Merger Agreement and
the Voting Agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Schedule A Additional Information Required by Item 2 of
Schedule 13D.
Exhibit 2.1 Amended and Restated Agreement and Plan of
Merger dated as of November 13,1998, among
Labtec Inc., SIMC Acquisition Corporation and
Spacetec IMC Corporation.1
Exhibit 99.1 Press Release of Spacetec IMC Corporation
dated October 21, 1998.2
Exhibit 99.2 Form of Voting Agreement and Irrevocable
Proxy dated as of October 21, 1998, between
- --------
1 Filed as Exhibit 2.1 to the Current Report on Form 8-K of Spacetec
IMC Corporation, dated October 21, 1998 and filed with the Commission on
November 17, 1998, and incorporated herein by reference.
2 Filed as Exhibit 99.1 to the Current Report on Form 8-K of Spacetec
IMC Corporation dated October 21, 1998 and filed with the Commission on November
17, 1998, and incorporated herein by reference.
(Page 16 of 26 Pages)
<PAGE>
Labtec Inc. and certain stockholders of
Spacetec IMC Corporation.3
Exhibit 99.3 Press Release of Spacetec IMC Corporation
dated November 5, 1998.4
--------
3 Filed as Exhibit 99.2 to the Current Report on Form 8-K of Spacetec
IMC Corporation dated October 21, 1998 and filed with the Commission on November
17, 1998, and incorporated herein by reference.
4 Filed as Exhibit 99.3 to the Current Report on Form 8-K of Spacetec
IMC Corporation dated October 21, 1998 and filed with the Commission on November
17, 1998, and incorporated herein by reference.
(Page 17 of 26 Pages)
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 30, 1998
LABTEC INC.
By: /s/ Rodger R. Krouse
----------------------------------
Rodger R. Krouse
Vice President
(Page 18 of 26 Pages)
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 30, 1998
SUN MULTIMEDIA PARTNERS, L.P.
By: Sun Multimedia Advisors, Inc.,
its General Partner
By: /s/ Rodger R. Krouse
------------------------------------
Rodger R. Krouse
President and Treasurer
(Page 19 of 26 Pages)
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 30, 1998
SUN MULTIMEDIA ADVISORS, INC.
By: /s/ Rodger R. Krouse
------------------------------
Rodger R. Krouse
President and Treasurer
(Page 20 of 26 Pages)
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 30, 1998
/s/ Marc J. Leder
- -------------------------------
Marc J. Leder
(Page 21 of 26 Pages)
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 30, 1998
/s/ Rodger R. Krouse
- -----------------------------
Rodger R. Krouse
(Page 22 of 26 Pages)
<PAGE>
EXHIBIT INDEX
-------------
Schedule A Additional Information Required by Item 2 of
Schedule 13D.
Exhibit 2.1 Amended and Restated Agreement and Plan of Merger
dated as of November 13, 1998, among Labtec Inc.,
SIMC Acquisition Corporation and Spacetec IMC
Corporation.1
Exhibit 99.1 Press Release of Spacetec IMC Corporation
dated October 21, 1998.2
Exhibit 99.2 Form of Voting Agreement and Irrevocable
Proxy dated as of October 21, 1998, between
Labtec Inc. and certain stockholders of
Spacetec IMC Corporation.3
Exhibit 99.3 Press Release of Spacetec IMC Corporation
dated November 5, 1998.4
- --------
1 Filed as Exhibit 2.1 to the Current Report on Form 8-K of Spacetec
IMC Corporation, dated October 21, 1998 and filed with the Commission on
November 17, 1998, and incorporated herein by reference.
2 Filed as Exhibit 99.1 to the Current Report on Form 8-K of Spacetec
IMC Corporation dated October 21, 1998 and filed with the Commission on November
17, 1998, and incorporated herein by reference.
3 Filed as Exhibit 99.2 to the Current Report on Form 8-K of Spacetec
IMC Corporation dated October 21, 1998 and filed with the Commission on November
17, 1998, and incorporated herein by reference.
4 Filed as Exhibit 99.3 to the Current Report on Form 8-K of Spacetec
IMC Corporation dated October 21, 1998 and filed with the Commission on November
17, 1998, and incorporated herein by reference.
(Page 23 of 26 Pages)
<PAGE>
SCHEDULE A
-----------
Additional information required by Item 2 of Schedule 13D.
1. Labtec Inc. Set forth below is the name and business address of each
executive officer or director of Labtec. Each of such persons is a citizen of
the United States of America.
<TABLE>
<CAPTION>
DIRECTORS:
- ---------
Principal Occupation/
Name Title Address
- ---- ---------------------- ---------
<S> <C> <C>
Marc. J. Leder Vice President, Secretary Labtec Inc.
and Treasurer 1499 Southeast Tech Center Drive
Vancouver, Washington 98683
Rodger R. Krouse Vice President Labtec Inc.
1499 Southeast Tech Center Drive
Vancouver, Washington 98683
Geoffrey S. Renhart Director Labtec Inc.
1499 Southeast Tech Center Drive
Vancouver, Washington 98683
Joseph Pretlow Director Labtec Inc.
1499 Southeast Tech Center Drive
Vancouver, Washington 98683
Michael Khougaz Director Labtec Inc.
1499 Southeast Tech Center Drive
Vancouver, Washington 98683
</TABLE>
(Page 24 of 26 Pages)
<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS:
- ------------------
Principal Occupation/
Name Title Address
- ---- --------------------- --------
<S> <C> <C>
Gary Savadove President and Chief Labtec Inc.
Executive Officer 1499 Southeast Tech Center Drive
Vancouver, Washington 98683
James Hillman Senior Vice President Labtec Inc.
Finance-Chief Financial 1499 Southeast Tech Center Drive
Officer Vancouver, Washington 98683
Randy Lervold Senior Vice President- Labtec Inc.
Retail Sales 1499 Southeast Tech Center Drive
Vancouver, Washington 98683
Mark Zadeh Senior Vice President- Labtec Inc.
Worldwide OEM and 1499 Southeast Tech Center Drive
International Sales Vancouver, Washington 98683
Gregory Jones Senior Vice President-North Labtec Inc.
American Retail Sales 1499 Southeast Tech Center Drive
Vancouver, Washington 98683
Marc J. Leder Vice President, Secretary Labtec Inc.
and Treasurer 1499 Southeast Tech Center Drive
Vancouver, Washington 98683
Rodger R. Krouse Vice President Labtec Inc.
1499 Southeast Tech Center Drive
Vancouver, Washington 98683
</TABLE>
(Page 25 of 26 Pages)
<PAGE>
2. Sun Multimedia Advisors, Inc. Set forth below is the name and business
address of each executive officer or director of Advisors. Each of such persons
is a citizen of the United States of America.
<TABLE>
<CAPTION>
DIRECTORS:
- ---------
Principal Occupation/
Name Title Address
- ----- --------------------- -------
<S> <C> <C>
Marc. J. Leder Vice President and Sun Multimedia Advisors, Inc.
Secretary 777 South Flagler Drive
West Tower, 8th Floor
West Palm Beach, Florida 33401
Rodger R. Krouse President and Treasurer Sun Multimedia Advisors, Inc.
777 South Flagler Drive
West Tower, 8th Floor
West Palm Beach, Florida 33401
EXECUTIVE OFFICERS:
- ------------------
Marc. J. Leder Vice President and Sun Multimedia Advisors, Inc.
Secretary 777 South Flagler Drive
West Tower, 8th Floor
West Palm Beach, Florida 33401
Rodger R. Krouse President and Treasurer Sun Multimedia Advisors, Inc.
777 South Flagler Drive
West Tower, 8th Floor
West Palm Beach, Florida 33401
</TABLE>
(Page 26 of 26 Pages)
