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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 1999 (May 21, 1999)
APPLIED GRAPHICS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-28208 13-3864004
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation)
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450 WEST 33RD STREET, NEW YORK, NY 10001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-716-6600
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Item 2. Acquisition or Disposition of Assets
As previously reported on a current report on Form 8-K dated June 4, 1999, the
cash offer of Applied Graphics Technologies, Inc. (the "Company") to purchase
all of the outstanding ordinary shares of Wace Group Plc ("Wace") was declared
unconditional in all respects on May 21, 1999. Subsequently, on June 29, 1999,
Wace's French subsidiaries ("Seven France") commenced judicial liquidation
proceedings to close their digital prepress and color management businesses in
France. As part of the proceedings, the French government has taken over
operation and liquidation of Seven France. At the present time, the Company
cannot determine the liability, if any, that may be incurred by Wace as a
result of these proceedings. Further details of this disposition are contained
in the press release of the Company dated June 30, 1999 attached hereto as
Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information
Unaudited pro forma information relating to the disposition will be
included as part of the pro forma financial information relating to
the acquisition of Wace to be filed with the Securities and Exchange
Commission as soon as practicable, but in any event on or prior
to August 4, 1999.
(c) Exhibits
99.1 Press release issued by the Company on June 30, 1999.
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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.
Dated: July 13, 1999 By: /s/ Louis Salamone, Jr.
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Louis Salamone, Jr.
Senior Vice President and
Chief Financial Officer
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Exhibit 99.1
APPLIED GRAPHICS TECHNOLOGIES ANNOUNCES
SHUTDOWN OF WACE'S FRENCH OPERATIONS
NEW YORK, NY, JUNE 30, 1999 - Wace Group Plc, which was recently acquired
by Applied Graphics Technologies, Inc. (NASDAQ: AGTX), today announced in London
that its French subsidiaries had commenced judicial liquidation proceedings in
France to close their operations. This action was one of the options considered
by AGT during the course of its due diligence on the Wace Group, and is not
anticipated to have any material impact on any of the Wace Group's other
operations. No changes are anticipated in Wace Group's activities in the United
Kingdom or Australia or in the planned integration of the operations of Applied
Graphics Technologies, Inc. and the Wace Group in the United States.
Revenues for the French subsidiaries for the year ended December 31, 1998
represented approximately 10.1% of Wace's revenues for such period and 3.4% of
the aggregate of AGT's and Wace's 1998 combined reported revenues. For the year
ended December 31, 1998, Wace's French subsidiaries reported an operating loss
of $4.9 million before income tax benefits and before charges of $15.9 million
related to cost reduction programs and asset impairments.
Applied Graphics Technologies, Inc. is a leading provider of outsourced
advanced digital media asset management and archiving services, through its
proprietary Digital Link(R) System, to magazine and newspaper publishers,
advertisers and their agencies, entertainment companies, catalogers and
retailers, as well as major corporations. From more than 40 locations across the
United States, and in the United Kingdom and Australia, 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 outsourcing on-site facilities management and complete turnkey
operations. Additionally, AGT provides a wide range of advertising and marketing
related creative services for customers primarily in retailing. These services
include assistance in creation of newspaper advertising campaigns, development
of in-store and collateral media and photographic services. AGT also provides
content management and the volume reproduction and distribution of television
and radio commercials to broadcast and cable media for ad agencies and their
clients. Finally, through its Devon Publishing Group, AGT is a publisher of
alternative greeting cards, calendars and fine art and other prints and wall
decor items.
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This release may contain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements are
inherently subject to known and unknown risks, uncertainties and other factors
that may cause actual achievements to be materially different from those
anticipated in the forward-looking statements. Readers are referred to AGT's SEC
filings, including its quarterly reports on Form 10-Q and Annual Report on Form
10-K, for a discussion of such factors. The Company has no responsibility to
update forward-looking statements contained herein to reflect events or
circumstances occurring after the date of this release.
Additional information about Applied Graphics Technologies can be
obtained by visiting the AGT website: http://www.agt.com.
