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UNITED STATES
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
June 6, 2000
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(Date of Report)
Imatec Ltd.
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(Exact name of registrant as specified in its charter)
Delaware 0-21752 11-3289398
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
150 East 58th Street, New York, New York 10022
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(Address of principal executive offices)
(212) 826-0440
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(Registrant=s telephone number, including area code)
None
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
General
As of May 30, 2000, Imatec Ltd., a Delaware corporation (the
"Company"), through its wholly-owned subsidiary, Sequel Acquisition Corporation,
a Delaware corporation ("SAC"), entered into an asset purchase agreement (the
"Asset Purchase Agreement") with Sequel Technology Corporation, a Washington
corporation ("Sequel"), whereby SAC will acquire substantially all of the
properties and assets, the business and goodwill of Sequel, including the
intellectual property and technology of Sequel, and assume approximately $2
million of liabilities in exchange for 15,000,000 shares of common stock, par
value $.01 per share, of the Company. In connection with the transaction, the
Company has agreed to loan to Sequel up to $500,000 to repay indebtedness and
for general corporate purposes.
Pursuant to the Asset Purchase Agreement, the Company will terminate
the licensing agreement relating to it technology with its Chairman of the Board
of Directors, President, and Chief Executive Officer, Dr. Hanoch Shalit, and
shall pay to Dr. Shalit a fee of $500,000 in connection therewith. In addition,
at the closing of the transactions contemplated by, and in connection with, the
Asset Purchase Agreement, Dr. Shalit, as well as the other officers and
directors of the Company, will resign their positions therewith.
In connection with the Asset Purchase Agreement, the Company will at
closing enter into employment agreements with each of the key employees of
Sequel.
About Sequel
Bellevue, Washington-based, Sequel Technology Corporation is a pioneer
in Internet resource management, marketing a product line and suite of
professional services that have defined this new category of enterprise
management. Founded in 1995, the Company has developed and begun marketing its
Internet resource management technology, Internet Resource Manager(TM) (AIRM@)
which is distinguished in the worldwide market by 1) its ability to identify
individual user names regardless of their point of connection to the network,
and 2) a comprehensive Internet protocol traffic management system that allows
the users of their products and services to monitor, manage and predict Internet
activity easily and accurately across an enterprise. Sequel has secured its
award-winning technology with two U.S. patents issued in late 1999. The Internet
Resource Manager(TM) monitors any IP related traffic, associates the traffic
with network users by name, and allows administrators to implement acceptable
use policies for their companies or organizations. Sequel's suite of tools and
services has been designed to reduce the total cost of Internet ownership and to
protect the integrity of an enterprise's valuable IT infrastructure.
The transaction described above is qualified in its entirety by the
Asset Purchase Agreement and related documents and subject to various conditions
set forth in the Asset Purchase Agreement.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
It is impractical to provide the required financial statements at
the date of the filing of this Form 8-K. The required financial statements will
be provided as soon as practicable but not later than sixty days after the date
on which this Form 8-K must be filed.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial
information at the date of the filing of this Form 8-K. The required pro forma
financial information will be provided as soon as practicable but not later than
sixty days after the date on which this Form 8-K must be filed.
(c) Exhibits.
10.1 Asset Purchase Agreement, dated as of May 30, 2000, among
Imatec Ltd., Sequel Acquisition Corporation, and Sequel
Technology Corporation.
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SIGNATURE
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: June 6, 2000
IMATEC LTD.
By: /s/ Hanoch Shalit
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Hanoch Shalit
Chairman of the Board of Directors,
President, and Chief Executive
Officer
