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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: (Date of earliest event reported) April 29, 1998
IMARK TECHNOLOGIES, INC.
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(Exact name of Registrant as Specified in Charter)
Delaware 0-21147 87-0378128
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
580 Herndon Parkway, Herndon, Virginia 20170
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (703) 925-3400
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Item 5: Other Events
On April 23, 1998, Imark Technologies, Inc. ("Imark") entered into a
Letter of Intent ("Letter of Intent") to acquire International Advance, a
private Delaware based holding corporation. Under the terms of the Letter of
Intent, Imark will issue 10.5 million shares of common stock and one million
shares of preferred stock to the shareholders of International Advance in
exchange for all of the shares of International Advance outstanding and
International Advance will become a wholly owned subsidiary of Imark. Also,
the Letter of Intent provides that two of Imark's current directors will resign
(Steven P. Schnipper and Weldon P. Rackley) and the shareholders of
International Advance will appoint three directors to Imark's board of
directors.
The transactions contemplated under the Letter of Intent are expected
to close within thirty days and are subject to certain customary conditions.
The foregoing description of the Letter of Intent is qualified in its entirety
by reference to the Heads of Terms Dated April 23, 1998, between Imark
Technologies, Inc, and International Advance, Inc. which is filed as Exhibit
99.2 to this Form 8-K and incorporated herein by reference.
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Item 7: Financial Statements and Exhibits
(c) The following exhibits are filed as part of this Report and
incorporated herein by reference.
99.1 Press release of Imark Technologies, Inc., dated April 23,
1998.
99.2 Heads of Terms Dated April 23, 1998, between Imark
Technologies, Inc, and International Advance, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IMARK TECHNOLOGIES, INC.
Dated: April 29, 1998 /s/ Robert A. Wiedemer
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Robert A. Wiedemer
President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Press release of Imark Technologies, Inc., dated
April 23, 1998.
99.2 Heads of Terms Dated April 23, 1998, between Imark
Technologies, Inc. and International Advance, Inc.
</TABLE>
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EXHIBIT 99.1
IMARK ENTERS LETTER OF INTENT
TO ACQUIRE INTERNATIONAL ADVANCE
INTERNATIONAL ADVANCE CONTRIBUTES $1 MILLION CASH INFUSION
AND 30% OWNERSHIP IN UK-BASED INTERNET SERVICE PROVIDER
Herndon, VA-April 23, 1998-Imark Technologies, Inc. (NASDAQ:MAXX) announced
today that it has entered into a letter of intent to acquire International
Advance, a private Delaware-based holding company. International Advance owns
a 29.9% interest in Voss Net, a London-based Internet Service Provider trading
in the UK on the Alternative Investment Market. International Advance's
interest in Voss Net is currently valued by the market at approximately $2
million. International Advance will also have a minimum of $1 million in cash
before the transaction is consummated.
Under the terms of the agreement, subject to approval by Imark's Board,
International Advance will receive 10.5 million shares of common stock plus 1
million shares of preferred stock and will thus acquire control of Imark. The
transaction is expected to close within 30 days.
International Advance has also committed to raise further capital to fund
future development and growth of Imark's business. In addition, International
Advance will also fund an aggressive program of acquisitions by Imark of
Internet related companies.
As part of the transaction, Imark will enter into a strategic alliance with
Voss Net to serve as its base for expansion into the European Market. As part
of the alliance, Imark will serve as the U.S. base for Voss Net's E-commerce
initiatives with its customers, including Countdown Plc., a wholly owned
subsidiary of Transmedia - Asia (NASDAQ:MBTA).
Countdown operates the world's largest discount shopping club with over 7
million members in 47 countries. Countdown is beginning to roll out the
Countdown Arcade, an Internet-based
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version of its shopping club, and it is envisioned that Imark would be the base
for Countdown's expansion into the U.S.
Commenting on the acquisition, Robert Wiedemer, President of Imark
Technologies, said: "In addition to helping Imark secure financing for its
growth, the acquisition of International Advance and its relationships with
Voss Net provides an opportunity for Imark to expand its business into Europe.
Also, by providing a U.S. base for Voss Net's European e-commerce operations,
we greatly leverage the value of our e-commerce back-end support facilities.
The opportunities for Imark both here and in Europe will help Imark to more
rapidly increase revenues and reach profitability. These opportunities,
combined with the aggressive acquisition plans, make this a very exciting
transaction."
About Imark Technologies, Inc.
Imark Technologies, Inc. offers information commerce services to content
providers who want to quickly and easily sell their content on the Internet or
CD-ROM. Imark's information commerce services include NET-MAX for Internet
web-based content, NET-MAX+ for server push of Internet web-based content, and
CD-MAX for CD-ROM based content. NET-MAX was recently awarded the 1997
Information Industry Association (IIA) HotShot award for "best new enabling
technology." Imark's services provide capabilities unique to the access,
distribution and payment of digital content while giving content providers the
ability to price their content in multiple ways. Imark's rapid implementation
model presents content providers with a way to quickly begin generating revenue
while minimizing initial investment and risk. Imark is traded on the Nasdaq
Stock Market, under the symbol MAXX. For more information, contact Imark at
(888) 831-9537 or visit http://www.imarktech.com.
This press release, particularly the statements by Mr. Wiedemer, includes
forward-looking statements related to Imark that involve risks and
uncertainties including, but not limited to, quarterly fluctuations in results,
the management of growth, market acceptance of certain products and other
risks. These forward-looking statements are made in reliance on the
"safe-harbor" provisions of the Private Securities Litigation Reform Act of
1995. For further information about other factors that could affect Imark's
future results, please see the Company's filings with the Security and Exchange
Commission. Prospective investors are cautioned that forward-looking
statements are not guarantees of future performance. Actual results may differ
significantly from management's expectations. Copies of those filings are
available upon request from Imark's investor relations department.
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EXHIBIT 99.2
HEADS OF TERMS DATED APRIL 23, 1998
BETWEEN
IMARK TECHNOLOGIES, INC.
AND
INTERNATIONAL ADVANCE, INC.
The following outlines the proposed terms of the acquisition of International
Advance, Inc. ("Advance") by Imark Technologies, Inc. ("Imark").
Imark is a corporation organized and validly existing under the laws of the
State of Delaware. Imark is quoted on the NASDAQ SmallCap market Symbol:MAXX.
Imark has an authorized share capital of 20 million shares of common stock and
1 million shares of preferred stock. Currently there are 4,719,470 shares of
common stock issued and outstanding and no shares of preferred stock in issue.
Advance is a corporation organized and validly existing under the laws of the
State of Delaware. As of the date of completion Advance will have assets
comprising $1 million in cash and a 29.9% interest in a UK corporation, Voss
Net PLC, a corporation with a current market capitalization of approximately $6
million. Voss Net shares are quoted in the United Kingdom on the Alternative
Investment Market ("AIM").
CONSIDERATION
Imark will acquire 100% of the issued and outstanding shares of common stock of
Advance for a total consideration of 10,500,000 (ten million five hundred
thousand) shares of the common stock of Imark and 1 (one) million shares of
redeemable preferred stock of Imark, zero coupon redeemable at $1 per share.
REGISTRATION RIGHTS
Imark will grant "Piggyback" registration rights to the shareholders of
Advance.
BOARD REPRESENTATION
Notwithstanding that the existing shareholders of Advance will become the
majority shareholders of Imark, it is understood that Advance will appoint 3
(three) new directors to the Board of Imark. Additionally Messrs. Schnipper
and Rackley will resign as directors of Imark on completion.
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INCENTIVE STOCK OPINION PLAN
Post completion Imark will adopt a new Incentive Stock Option Plan to
incentivize management and employees by granting them an opportunity to have an
ownership interest in the future success of Imark.
It is understood between the parties that the present Board of Imark has
informally granted options to a number of employees to purchase up to 37,500
(thirty seven thousand five hundred) shares of common stock of Imark in
aggregate pursuant to its present Stock Option Plan and that such commitments
will be honoured from the new Incentive Stock Option Plan referred to above.
BRIDGE FINANCING
Imark is in urgent need of working capital and Advance will make available the
sum of $[50,000] by April [29], 1998 against a suitable loan note.
FUTURE FINANCING
Imark management estimate that the existing Imark business requires a total
cash injection of approximately $3 million. Accordingly post completion of the
transaction contemplated hereby the new Board of Imark will embark upon a
capital raising to secure up to $2 million of new funding.
DUE DILIGENCE
Commencing on the signing hereof the parties will work together to assist each
other in their respective due diligence exercises and each will make available
to the other, against appropriate confidentially undertakings, such information
as is considered necessary or desirable.
TIMING
The proposed acquisition will be consummated within thirty days of the date
hereof on completion of appropriate documentation.
Agreed for International Advance, Inc. Agreed for Imark Technologies, Inc.
/s/ Edward Guinan /s/ Robert A. Wiedemer
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By: Edward Guinan By: Robert A. Wiedemer
