Page 4
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)
December 17, 1996 (December 3, 1996)
Applied Graphics Technologies, Inc.
Delaware 0-28208 13-3864004
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
28 West 23rd Street, New York, NY 10010
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 929-4111
Not applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
Exhibit Index Appears on Page 4
Item 5. OTHER EVENTS.
This Current Report on Form 8-K is being filed with the
Securities and Exchange Commission by Applied Graphics
Technologies, Inc. ("AGT") for the purpose of providing the
information set forth in a press release issued by AGT on
December 3, 1996, a copy of which is filed as Exhibit 99.1 hereto
and incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statement of Businesses Acquired.
None required.
(b) Pro Forma Financial Information.
None required.
(c) Exhibits.
The following exhibit is filed herewith:
99.1 Press Release dated December 3, 1996.
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 hereunto duly authorized.
APPLIED GRAPHICS TECHNOLOGIES,
INC.
By: /s/ Louis Salamone, Jr.
Louis Salamone, Jr.
Senior Vice President and
Chief Financial Officer
Date: December 17, 1996
APPLIED GRAPHICS TECHNOLOGIES, INC.
CURRENT REPORT ON FORM 8-K
Report Dated December 17, 1996 (December 3, 1996)
EXHIBIT INDEX
Exhibit Description
No.
99.1 Press Release dated December 3, 1996.
Page 3
Exhibit No. 99.1
Contacts: Andrea Bergofin Melvin A. Ettinger
James Fingeroth Applied Graphics Technologies
Kekst and Company (212) 929-7433
(212) 593-2655
FOR IMMEDIATE RELEASE
APPLIED GRAPHICS TECHNOLOGIES ACQUIRES SPOTLINK, INC.
-- Strategic Expansion into the Broadcast Market --
-- SpotLink Is Leader in "Dub and Ship" for
Broadcast Commercials --
NEW YORK, December 3, 1996 -- Applied Graphics
Technologies, Inc. (Nasdaq:AGTX) today announced that it has
acquired the assets of SpotLink, Inc. in a major strategic
initiative which will expand AGT's digital imaging,
archiving and distribution services, and give the company an
important presence in the broadcast market. AGT is
currently a leader in the digital distribution of content
for print media. SpotLink is a leader in the volume
reproduction and distribution (dub and ship) of television
and radio commercials to broadcast and cable media for
advertising agencies and their clients.
AGT acquired SpotLink from Western International Media
Corporation ("Western"), a subsidiary of The InterPublic
Group of Companies ("IPG"), for 539,683 shares of AGT common
stock. Based on SpotLink projections, the acquisition will
be accretive to AGT's earnings in 1997.
An important feature of the transaction is that Western
has agreed to direct its analog and digital 'dub and ship'
business to AGT/SpotLink for the next ten years. Western is
the nation's premier media management firm and the largest
buyer of television, radio and out-of-home advertising as
well as a major buyer of print, cable, yellow pages and
direct mail.
Fred Drasner, Chairman and Chief Executive Officer of
Applied Graphics Technologies, said, "The acquisition of
SpotLink is a major strategic opportunity for AGT. It is a
critical next stage in our strategy to enable our customers
to acquire, store and distribute all of their content, both
for print production and electronic radio and television
broadcast, through a single, comprehensive digital database.
It opens exciting new opportunities for AGT in the digital
distribution of content to radio and television
broadcasters, as well as continuing our traditional business
of delivering such digital data to printers.
"AGT will leverage its advanced digital technology,
through its Digital Link System, to audio and video
commercial advertising spots, which are currently primarily
transmitted on either hard copy tape or in electronically
transmitted analog format. This will enable us to deliver
print and broadcast commercials in digital format for
advertisers faster and more efficiently," Mr. Drasner
continued.
"This acquisition solidifies our long-term
relationships with InterPublic and Western, as we will
provide both companies in the years ahead with high-quality
digital and analog distribution services," Mr. Drasner
added.
Michael Kassan, President and Chief Operating Officer
of Western, said, "We are pleased that SpotLink has become a
part of AGT, and look forward to continuing our strong
relationship with the company going forward. AGT is a
leader in the digital distribution of advertising media and
the ideal partner for Western. With AGT's digital
technology expertise as a unique resource for developing new
digital distribution and archiving services, we believe
SpotLink will become an increasingly valuable asset to all
print and broadcast advertising content providers. We are
excited to work with them in setting new standards in the
years ahead."
SpotLink estimates its 1996 revenues will be about $6.3
million. AGT will continue to operate SpotLink's audio and
video volume reproduction and distribution facilities in
Wilmington, Ohio. SpotLink's current management team will
remain with the company, and it is anticipated that there
will be no layoffs as a result of the acquisition.
Applied Graphics Technologies, with estimated 1996
revenues of approximately $130 million, is a major provider
of advanced digital imaging management and archiving
services, through its proprietary Digital Link SystemTM, to
magazine and newspaper publishers, advertisers and their
agencies, entertainment companies, catalogers, and
retailers, as well as major corporations. From 13 locations
across the country, AGT supplies a complete range of digital
and traditional processes for images, including scanning,
color enhancement, image editing, archiving and electronic
distribution. AGT tailors these services to fit specific
customer needs, from conventional project and contract
vendor relationships to today's more progressive
arrangements, consisting of on-site facilities management
and complete turnkey outsourcing.
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