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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: MARCH 7, 1997
XIONICS DOCUMENT TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-20777 04-3186685
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
70 BLANCHARD ROAD 01803
BURLINGTON, (ZIP CODE)
MASSACHUSETTS
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
(617) 229-7000
(REGISTRANT'S TELEPHONE
NUMBER, INCLUDING AREA CODE)
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<PAGE>
ITEM 2. ACQUISITION OF ASSETS.
Acquisition of Gesellschaft fur Computer Anwendung mbH
On February 21, 1997, Xionics Document Technologies, Inc.'s ("Xionics")
wholly-owned German subsidiary, Xionics Document Technologies GmbH, of Dortmund,
Germany ("Xionics GmbH"), pursuant to a written agreement dated as of February
21, 1997 (the "Purchase Agreement"), consummated the purchase of all of the
equity of Gesellschaft fur Computer Anwendung mbH ("GCA"), of Freiberg, Germany.
Pursuant to the Purchase Agreement, Xionics GmbH acquired all of the shares in
GCA, having a nominal value of 100,000 deutschmarks from Wilfried Welsch and
Oliver Fohr (together, the "Sellers") in exchange for $5,000,000 in cash,
$4,000,000 of which was paid at the closing of the transaction and the remaining
$1,000,000 of which was deferred in accordance with the Purchase Agreement (see
below). The transaction was approved by the Sellers as the sole stockholders of
GCA.
The cash payments made by Xionics at the closing were derived from the
general funds of Xionics. The assets of GCA include intellectual property
consisting of software, technology and know-how used in or relating to the
development of software device drivers, which instruct computer applications how
to image text and graphics for specific printer models, and other software used
in computer printers and peripheral devices.
GCA develops and sells software device drivers and printing solutions
to printer manufacturers in Japan, the United States and Europe. GCA maintains
its principal offices in Freiberg, Germany. Xionics designs, develops and
markets advanced embedded systems technology for use in mainstream office
devices such as printers, copiers, scanners and multifunction devices. Xionics
maintains its corporate headquarters in Burlington, Massachusetts, with offices
in Japan, Germany and the United Kingdom.
Under the terms of the Purchase Agreement, each of the Sellers is
entitled to receive the deferred portion of the purchase price for his shares,
or $500,000, on August 20, 1998, provided that such Seller is employed by
Xionics or one of its affiliates or successors on such date. In the event that
either of the Sellers is not employed by Xionics or one of its affiliates or
successors on August 20, 1998, such Seller shall not receive the $500,000
deferred portion until February 21, 2000. Xionics GmbH has entered into two
identical Escrow Agreements pursuant to which an aggregate of $1,000,000 has
been placed into escrow with 1st Source Bank, South Bend, Indiana, for the
benefit of the Sellers.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) Financial statements including pro forma financial
information will be provided within 60 days of the date of this filing.
(c) Exhibits
<PAGE>
1. Agreement for the purchase of shares, dated as of February 21, 1997,
by and between Xionics Document Technologies GmbH and Wilfried Welsch and Oliver
Fohr (including attached Exhibits thereto).
2. Xionics Document Technologies, Inc.'s Press Release dated February
21, 1997 related to acquisition by Xionics Document Technologies GmbH of all of
the outstanding capital stock of Gesellschaft fur Computer Anwendung mbH.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, Xionics Document Technologies, Inc. has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
Xionics Document Technologies, Inc.
/s/ Robert E. Gilkes
Robert E. Gilkes
President and Chief Executive Officer
/s/ Gerard T. Feeney
Gerard T. Feeney
Executive Vice President, Treasurer
and Chief Financial Officer
Dated: March 7, 1997
XIONICS
Document Technologies
Suzanne Dumaresq Dan Dent
Xionics Document Technologies, Inc. Bridgeman Communications
(617) 229-4142 (617) 742-7240
Email: [email protected] Email: [email protected]
XIONICS ACQUIRES GCA
DEAL JOINS LEADING DEVELOPERS OF PRINTER AND PERIPHERAL
TECHNOLOGIES
BURLINGTON, MASS. - FEBRUARY 21, 1997 - Xionics Document Technologies, Inc.
(NASDAQ:XION) today announced the acquisition of Gesellschaft fur
Computer Anwendung mbH (GCA), Freiberg, Germany, a leading developer of printer
drivers for the worldwide multifunction/printer peripheral market. The purchase
will bring to Xionics GCA's extensive printer driver development expertise and
design library. Customers of both companies will benefit from a seamless and
integrated development path for advanced multifunction, printing and imaging
devices. The acquisition gives Xionics leading printer driver software -
software that instructs a computer application how to image text and graphics
for specific printer models.
"This acquisition brings together two leading independent developers of
printer drivers and page description languages-a combination that offers
manufacturers a single, streamlined development process," said Robert Gilkes,
president and CEO of Xionics. "This venture also contributes to our strategy to
provide our OEM customers the core technologies, including low-cost color
printing technology, that enable new generations of high performance, networked
multifunction, printing and imaging devices."
According to Wilfried Welsch, GCA's managing director, the organization was the
first European company to develop printer drivers and the first company
worldwide to develop color printer drivers for Windows OS. "The combination of
the two company's development expertise, customer bases and market recognition
will bring added value to our customers worldwide," said Mr. Welsch.
Xionics acquired all of the outstanding shares of GCA in a $5 million cash
transaction through its wholly-owned subsidiary Xionics Document Technologies
GmbH, Dortmund, Germany.
Xionics is a leading developer of innovative silicon and software for printing,
scanning, copying, processing and transmitting paper documents to computer
peripherals. Xionics partners with the industry's leading original equipment
manufacturers (OEMs) to develop peripherals that provide the performance,
output quality and network connectivity for today's office computing market.
Xionics also markets, through a worldwide distribution channel, board-level
image printing, scanning and viewing acceleration products for production
document imaging applications. The company's corporate headquarters is based in
Burlington, Massachusetts, with offices in Japan, Germany and the United
Kingdom.
GCA develops and sells OEM device drivers and printing solutions. Its heralded
UNICODE-based enabled printer drivers, which are based on a unique GCA printing
subsystem, are available for all popular graphical operating platforms. GCA's
customers include nearly all Japanese printer manufacturers in addition to
others based in the United States and Europe.
# # #
Statements contained in this press release which are not historical facts are
<PAGE>
forward-looking statements subject to risks and uncertainties as discussed more
fully in Xionics' filings with the SEC, including its Final Prospectus dated
September 26, 1996.
Xionics is a registered trademark of Xionics Document Technologies, Inc. and/or
its subsidiaries. All other company and product names are trademarks or
registered trademarks of their respective companies.
==============================================================================
Imaging Corporate Xionics
What's New Products OEM Products Contacts Search Home Page
Copyright @ 1997 Xionics Document Technologies, Inc.
XIONICS
Document Technologies
Suzanne Dumaresq Dan Dent
Xionics Document Technologies, Inc. Bridgeman Communications
(617) 229-4142 (617) 742-7240
Email: [email protected] Email: [email protected]
XIONICS ACQUIRES GCA
DEAL JOINS LEADING DEVELOPERS OF PRINTER AND PERIPHERAL
TECHNOLOGIES
BURLINGTON, MASS. - FEBRUARY 21, 1997 - Xionics Document Technologies, Inc.
(NASDAQ:XION) today announced the acquisition of Gesellschaft fur
Computer Anwendung mbH (GCA), Freiberg, Germany, a leading developer of printer
drivers for the worldwide multifunction/printer peripheral market. The purchase
will bring to Xionics GCA's extensive printer driver development expertise and
design library. Customers of both companies will benefit from a seamless and
integrated development path for advanced multifunction, printing and imaging
devices. The acquisition gives Xionics leading printer driver software -
software that instructs a computer application how to image text and graphics
for specific printer models.
"This acquisition brings together two leading independent developers of
printer drivers and page description languages-a combination that offers
manufacturers a single, streamlined development process," said Robert Gilkes,
president and CEO of Xionics. "This venture also contributes to our strategy to
provide our OEM customers the core technologies, including low-cost color
printing technology, that enable new generations of high performance, networked
multifunction, printing and imaging devices."
According to Wilfried Welsch, GCA's managing director, the organization was the
first European company to develop printer drivers and the first company
worldwide to develop color printer drivers for Windows OS. "The combination of
the two company's development expertise, customer bases and market recognition
will bring added value to our customers worldwide," said Mr. Welsch.
Xionics acquired all of the outstanding shares of GCA in a $5 million cash
transaction through its wholly-owned subsidiary Xionics Document Technologies
GmbH, Dortmund, Germany.
Xionics is a leading developer of innovative silicon and software for printing,
scanning, copying, processing and transmitting paper documents to computer
peripherals. Xionics partners with the industry's leading original equipment
manufacturers (OEMs) to develop peripherals that provide the performance,
output quality and network connectivity for today's office computing market.
Xionics also markets, through a worldwide distribution channel, board-level
image printing, scanning and viewing acceleration products for production
document imaging applications. The company's corporate headquarters is based in
Burlington, Massachusetts, with offices in Japan, Germany and the United
Kingdom.
GCA develops and sells OEM device drivers and printing solutions. Its heralded
UNICODE-based enabled printer drivers, which are based on a unique GCA printing
subsystem, are available for all popular graphical operating platforms. GCA's
customers include nearly all Japanese printer manufacturers in addition to
others based in the United States and Europe.
# # #
Statements contained in this press release which are not historical facts are
<PAGE>
forward-looking statements subject to risks and uncertainties as discussed more
fully in Xionics' filings with the SEC, including its Final Prospectus dated
September 26, 1996.
Xionics is a registered trademark of Xionics Document Technologies, Inc. and/or
its subsidiaries. All other company and product names are trademarks or
registered trademarks of their respective companies.
==============================================================================
Imaging Corporate Xionics
What's New Products OEM Products Contacts Search Home Page
Copyright @ 1997 Xionics Document Technologies, Inc.
