SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 17, 1999
LABTEC INC.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-27302 04-3116697
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
1499 Southeast Tech Center Drive, Vancouver, Washington 98683
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (978) 275-6100
SPACETEC IMC CORPORATION
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
On February 17, 1999, the transactions contemplated by the Agreement
and Plan of Merger (as amended and restated on November 13, 1998, the "Merger
Agreement") among Labtec Inc., a Massachusetts corporation formerly known as
Spacetec IMC Corporation (the "Company"), SIMC Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of the Company ("SIMC"), and
Labtec Corporation, a Delaware corporation formerly known as Labtec Inc. ("Old
Labtec"), were consummated.
A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current
Report on Form 8-K of the Company dated October 21, 1998 and filed with the
Securities and Exchange Commission (the "Commission") on November 17, 1998 (the
"Initial 8-K"). Copies of the press releases of the Company 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
Initial 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 99.2, respectively.
Pursuant to the Merger Agreement, on February 17, 1999, among other
things, (a) SIMC merged into Old Labtec (the "Merger"), with Old Labtec
continuing as the surviving corporation and a wholly-owned subsidiary of the
Company; (b) the Company amended its articles of organization to (i) change its
name to "Labtec Inc.", (ii) increase the total number of shares of the Company's
common stock, par value $.01 per share ("Company Common Stock"), authorized for
issuance from 20,000,000 to 25,000,000 and (iii) effect a one-for-three reverse
split of all shares of Company Common Stock then outstanding; and (c) the
Company created a new subsidiary to hold all non-cash assets and all liabilities
of the Company. Except as expressly set forth herein, each reference to the
shares of Company Common Stock refers to such shares on a post-reverse split
basis.
As a result of the Merger, (a) the holder of each share of Labtec
Common Stock outstanding at the effective time of the Merger received .18476913
shares of Company Common Stock and (b) each holder of Old Labtec stock options
outstanding at the effective time of the Merger received options to acquire
.18476913 shares of Company Common Stock for each option to purchase a share of
Old Labtec's common stock.
In connection with the Merger, the stockholders of Old Labtec were
issued shares of Company Common Stock, representing approximately 67% of the
outstanding shares of Company Common Stock immediately following the Merger. As
set forth in the beneficial ownership table below, Sun Multimedia Partners, L.P.
("Partners") became the beneficial owner of approximately 51.8% of the
outstanding shares of Company Common Stock immediately following the Merger. Sun
Multimedia Advisors, Inc. ("Advisors"), Rodger R. Krouse and Marc J. Leder may
be deemed the beneficial owner of such shares.
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<PAGE>
At a special meeting of stockholders of the Company held on February
17, 1999, four directors nominated by the Company and eight directors nominated
by Old Labtec were elected to the Company's Board of Directors (the "Board").
The Board is 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. Directors elected at each subsequent annual
meeting of stockholders of the Company will be elected to serve for a term of
three years. Old Labtec nominated three of the initial Class I Directors, two of
the initial Class II Directors and three of the initial Class III Directors. The
Company nominated one of the initial Class I Directors, two of the initial Class
II Directors and one of the initial Class III Directors.
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<PAGE>
The following table sets forth certain information concerning the
beneficial ownership of the Company Common Stock on February 17, 1999
(immediately after consummation of the transactions contemplated by the Merger
Agreement) by (i) each person who, to the knowledge of the Company, is the
beneficial owner of more than five percent of the shares of Company Common
Stock, (ii) each director of the Company and (iii) the directors and executive
officers of the Company as group. Unless otherwise noted, to the knowledge of
the Company, each of such stockholders has sole voting and investment power as
to the shares shown. Unless otherwise noted, the address of each beneficial
owner named below is c/o Labtec Inc., 1499 Southeast Tech Center Drive,
Vancouver, Washingtion 98683.
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<CAPTION>
Shares beneficially Percent
Name owned (a) beneficially owned
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<S> <C> <C>
5% Stockholders and Certain Directors:
Sun Multimedia Partners, L.P. (b).......... 3,575,825 51.8%
Sun Multimedia Advisors, Inc. (b)(c)....... 3,575,825 51.8%
Rodger R. Krouse (b)(d).................... 3,575,825 51.8%
Marc J. Leder (b)(e)....................... 3,575,825 51.8%
Dennis T. Gain (f)(g)...................... 439,758 6.3%
Gain Family Trust (f)(h)................... 349,196 5.1%
Other Directors:
J. Grant Jagelman (i)...................... 197,324 2.8%
Bradley A. Krouse.......................... -- --
Caroline Merison........................... 184,769 2.7%
Joseph Pretlow............................. -- --
George R. Rea (j).......................... 27,000 *
Geoffrey Rehnert........................... -- --
Patrick J. Sullivan (k).................... 16,666 *
Robert G. Wick............................. -- --
Marc Wolpow................................ -- --
All directors and executive officers as 4,441,342 63.7%
a group (12 persons) (l)..........
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<PAGE>
* Less than one percent.
(a) Pursuant to rule 13d-3 under the Securities Exchange Act of 1934, as
amended, includes shares of Company Common Stock that the beneficial
owner has the right to acquire within 60 days of February 17, 1999.
(b) Based on information filed in a Schedule 13D/A dated February 17, 1999
(date of event which requires filing) and filed with the Commission on
March 5, 1999. The address of the beneficial owner is 5355 Town Center
Road, Suite 802, Boca Raton, Florida 33486.
(c) Advisors is the general partner Partners and may be deemed to
beneficially own the shares held of record by Partners and share voting
and investment power with respect to such shares.
(d) Rodger R. Krouse is an officer, director and stockholder of Advisors,
the general partner of Partners, and may be deemed to beneficially own
the shares held of record by Partners and share voting and investment
power with respect to such shares.
(e) Marc J. Leder is an officer, director and stockholder of Advisors, the
general partner of Partners, and may be deemed to beneficially own the
shares held of record by Partners and share voting and investment power
with respect to such shares.
(f) The address of the beneficial owner is 30 Boren Lane, Boxford,
Massachusetts 01921.
(g) Includes (i) 349,196 shares held by the Gain Family Trust, a trust for
the benefit of certain members of the family of Dennis T. Gain and of
which Mr. Gain is the sole trustee, (ii) 19,333 shares issuable upon
exercise of options held by Mr. Gain, (iii) 24,666 shares held by Mr.
Gain's wife and children and (iv) 12,533 shares held by the Gain New
Zealand Trust, of which Mr. Gain is a trustee.
(h) The Gain Family Trust is a trust for the benefit of certain family
members of Dennis T. Gain, a director of the Company, and its former
Chief Executive Officer. Mr. Gain is the sole trustee of the Gain
Family Trust and has sole voting control and investment power over the
shares held by the trust.
(i) Includes (i) 148,806 shares held by Mr. Jagelman's wife, (ii) 9,132
shares held by Group Superannuation Fund, an Australian retirement
trust, of which Mr. Jagelman owns a 100% interest, (iii) 13,541 shares
held by Mr. Jagelman's wife and children and mother-in-law and (iv)
25,999 shares subject to options.
(j) Includes 20,666 shares subject to options.
(k) Includes 16,666 shares subject to options.
(l) See notes (a) through (k).
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<PAGE>
Item 2. Acquisition or Disposition of Assets.
(a) Pursuant to the Merger, the Company acquired all of the outstanding
capital stock of Old Labtec in exchange for approximately 4.62 million shares of
Company Common Stock that were issued to the stockholders of Old Labtec,
allocated pro rata among the stockholders of Old Labtec based upon their
respective ownership of Old Labtec prior to consummation of the Merger. The
terms of the Merger were determined in arms-length negotiations between the
Company and Old Labtec.
Pursuant to the Merger, Old Labtec's stockholders received rights to
receive a pro-rata portion (based on each holder's proportionate equity
interests in Old Labtec) of principal and interest payments to be made under an
unsecured promissory note issued by the Company in the principal amount of
$1,065,000. The note is subordinated to all institutional indebtedness of the
Company, bears interest payable quarterly at the rate of 10% per annum, and
matures six years from completion of the Merger, at which time the entire
principal amount of the note will become due and payable.
The Merger Agreement provided that holders of Labtec Common Stock
outstanding at the effective time of the Merger would also receive rights to
receive additional shares of Company Common Stock ("Contingent Shares") that may
be issued based on a valuation or sale, on or prior to December 31, 1999, of the
Company's industrial CAD/CAM business which is below $6,000,000 in value. Such
rights to Contingent Shares were waived by Old Labtec prior to the closing of
the transactions contemplated by the Merger Agreement.
The description of the Merger Agreement in Item 1 and Item 2 of this
Current Report on Form 8-K is qualified in its entirety by reference to the
Merger Agreement incorporated herein by reference.
Prior to consummation of the Merger, the Company did not beneficially
own, directly or indirectly, any voting securities of Old Labtec, apart from any
beneficial ownership interest it may have had from entering into the Merger
Agreement.
(b) Through its acquisition of Old Labtec, the Company acquired a
developer and marketer of high-technology, multimedia peripheral products for
the personal computer industry.
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<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
To be filed by amendment.
(b) Pro Forma Financial Information.
To be filed by amendment.
(c) Exhibits.
Exhibit
No. Description
2.1 Agreement and Plan of Merger as amended and restated on November
13, 1998 between the Company and Labtec Corporation (f/k/a Labtec
Inc.) (filed as Exhibit 2.1 to the Current Report on Form 8-K
dated October 21, 1998 (date of earliest event reported) filed
with the Commission (file no. 0-27302) on November 17, 1998 and
incorporated herein by reference).
99.1 Press Release of the Company dated October 21, 1998 (filed as
Exhibit 99.1 to the Current Report on Form 8-K dated October 21,
1998 (date of earliest event reported) filed with the Commission
(file no. 0-27302) on November 17, 1998 and incorporated herein
by reference).
99.2 Press Release of the Company dated November 5, 1998(filed as
Exhibit 99.3 to the Current Report on Form 8-K dated October 21,
1998 (date of earliest event reported) filed with the Commission
(file no. 0-27302) on November 17, 1998 and incorporated herein
by reference).
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<PAGE>
SIGNATURES
Pursuant to the requirement 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: March 4, 1999
LABTEC INC.
By: /s/ Marc J. Leder
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Marc J. Leder
Senior Vice President, Finance,
Chief Financial Officer and
Treasurer
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
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2.1 Agreement and Plan of Merger as amended and restated on
November 13, 1998 between the Company and Labtec Corporation
(f/k/a Labtec Inc.) (filed as Exhibit 2.1 to the Current
Report on Form 8-K dated October 21, 1998 (date of earliest
event reported) filed with the Commission (file no. 0-27302)
on November 17, 1998 and incorporated herein by reference).
99.1 Press Release of the Company dated October 21, 1998 (filed
as Exhibit 99.1 to the Current Report on Form 8-K dated
October 21, 1998 (date of earliest event reported) filed
with the Commission (file no. 0-27302) on November 17, 1998
and incorporated herein by reference).
99.2 Press Release of the Company dated November 5, 1998 (filed
as Exhibit 99.3 to the Current Report on Form 8-K dated
October 21, 1998 (date of earliest event reported) filed
with the Commission (file no. 0-27302) on November 17, 1998
and incorporated herein by reference).
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