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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
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Date of Report (Date of earliest event reported) December 12, 1996
BRISTOL TECHNOLOGY SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-21633 58-2235556
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
18201 Von Karman, Suite 305, Irvine, California 92612
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 475-0800
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5 - OTHER EVENTS
On December 12, 1996, the Company entered into an agreement (the
"Agreement") with Automated Register Systems, Inc., a Washington corporation
("ARS"), and its shareholders to acquire ARS. The Agreement contemplates,
subject to the satisfaction by ARS of certain conditions to closing, a forward
subsidiary merger (the "Merger") of ARS into a newly-formed and wholly-owned
subsidiary of the Company, Bristol Merger Corporation, in a tax-free
reorganization. In connection with the Merger, the shareholders of ARS will
exchange all of the outstanding capital stock of ARS for $1,025,023 in cash and
$683,349 of non-registered, restricted Common Stock of the Company, the exact
number of shares of which will be determined based upon the December 30, 1996
closing price of the Company's Common Stock. Subject, inter alia, to the
completion of a due diligence investigation of ARS and the delivery by ARS of
certain schedules, the Merger is set to close on December 31, 1996. The
purchase price is subject to downward adjustment based upon ARS having (i)
audited net worth at December 31, 1996 of at least $644,000 and (ii) audited
pre-tax earnings $390,000 for the fiscal year ending December 31, 1996.
ARS is a point-of-sale (POS) systems dealer for NCR, Panasonic, IBM and
ICL Fujitsu equipment. It sells, installs, and services POS systems from these
manufacturers at supermarkets, quick service food outlets, restaurants and
other retail establishments. Through October 31, 1996, ARS had unaudited gross
revenues of $3,700,000, pre-tax earnings of $388,000, net income of $385,000
and total assets of $1,531,000.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
99.1 Press Release dated December 16, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BRISTOL TECHNOLOGY SYSTEMS, INC.
By: /s/ KELLY KAUFMAN
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Kelly Kaufman, Vice President
and Principal Financial Officer
December 20, 1996
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT:
Paul Spindler
Executive Vice President
Bristol Technology Systems, Inc.
(714) 475-0800
BRISTOL TECHNOLOGY SYSTEMS
TO ACQUIRE SEATTLE COMPANY
IRVINE, CA, Dec. 16, 1996 -- Bristol Technology Systems, Inc.
(BTEC:NASDAQ), today announced it has executed a definitive agreement to
acquire Automated Retail Systems, Inc. (ARS), of Seattle for cash and stock.
Specific terms of the transaction were not disclosed. Bristol said it
anticipates closing the acquisition on or about Jan. 1, 1997.
ARS is a point-of-sale (POS) systems dealer for NCR, Panasonic, IBM and
ICL Fujitsu equipment. It sells installs, and services POS systems from these
manufacturers at supermarkets, quick service food outlets, restaurants, and
other retail establishments. ARS also has a sales and service division in the
San Francisco Bay area.
Richard H. Walker, Bristol president and chief executive officer, said
ARS is the dominant POS dealer in the state of Washington and "will serve as the
hub operation for Bristol in the Pacific Northwest." He said Bristol would
pursue additional, acquisitions in the Northwest and Northern California to
expand the ARS presence there.
ARS will operate under its current management as a subsidiary of
Bristol, added Walker. He said Michael J. Pollastro, principal ARS owner, has
agreed to continue as President and Chief Executive Officer under a long term
employment contract.
Bristol Technology Systems is engaged in acquiring and operating
point-of-sale systems dealers who sell, install and service POS systems.
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