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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 3, 1997
Bristol Technology Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21633 58-2235556
(State or other juridiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
18201 Von Karman Avenue, Suite 305, Irvine, California 92612
(Address of prinicipal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 475-0800
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5 - OTHER EVENTS
On April 3, 1997, Bristol Technology Systems, Inc. ("the Company");
Smyth Merger Corp., a Delaware corporation and a newly-formed, wholly-owned
subsidiary of the Company ("SMC"); Smyth Systems, Inc., a Delaware corporation
("SSI"); and the managing stockholders of SSI entered into an Agreement and Plan
of Reorganization (the "SSI Agreement"), which contemplates a reverse triangular
merger of SMC with and into SSI (the "SSI Merger") in a tax-free reorganization.
In connection with the SSI Merger, the stockholders of SSI will exchange all of
the outstanding capital stock of SSI for $5,338,200 of non-registered,
restricted Common Stock of the Company. The exact number of shares to be issued
shall be determined based upon the closing price of the Company's publicly
traded common stock during the period between April 3, 1997 and the closing
date, currently scheduled for May 31, 1997. The closing is subject to several
conditions including a due diligence investigation of SSI by the Company. The
purchase price is subject to downward adjustment if SSI does not deliver an
audited net worth as of December 31, 1996 of at least $1,310,000. The Company
has agreed to include the shares of Common Stock to be issued in the SSI Merger
in a registration statement to be filed under the Securities Act of 1933, as
amended. In connection with the SSI, Merger, Messrs. Robert T. Smyth, Larry D.
Smyth and William A. Smyth, who are executives and principal stockholders of
SSI, will continue to be employed by SSI following the closing of the SSI Merger
pursuant to written employment agreements.
SSI has been in business since 1949 and is comprised of two divisions.
One division is a provider of automated, integrated, turnkey systems for country
clubs, golf shops, golf resort operations, retail apparel specialty stores,
department stores, sporting goods stores, and museum shops, with installations
in 48 of the 50 United States and in four countries. SSI provides these products
and services from its offices in Canton, Ohio; Irvine, California; Dallas,
Texas; and Salt Lake City, Utah. The second division is a provider of
point-of-sale ("POS") systems manufactured by NCR. SSI sells, installs and
services NCR POS systems at supermarkets, quick service food outlets,
restaurants and other retail establishments from its base office in Canton, Ohio
for the Canton, Akron, Cleveland, Youngstown and Mansfield areas, and from its
office in Irvine and Montclair, California for the Southern California area. For
the twelve months ended December 31, 1996, SSI had preliminary unaudited net
revenues and earnings before interest and taxes of $12,100,00 and $540,000,
respectively. Total assets at December 31, 1996, were approximately $3,300,000.
The Merger is expected to be accounted for as a pooling of interest.
On April 14, 1997, the Company, Cash Registers Incorporated, a Kentucky
corporation and a wholly-owned subsidiary of the Company ("CRI"), Electronic
Business Machines, Inc., an Indiana corporation ("EBM"), and Floyd Shirrell, the
sole stockholder of EBM, entered into an Agreement and Plan of Merger (the "EBM
Agreement"), which contemplates a forward triangular merger of EBM with and into
CRI (the "EBM Merger") in a tax-free reorganization. In connection with the EBM
Merger, Mr. Shirrell will exchange all of the outstanding capital stock of EBM
for $400,000 in cash paid by CRI and $550,000 of non-registered, restricted
Common Stock of the Company. The exact number of shares to be issued shall be
determined based upon the closing price of the Company's publicly traded common
stock on May 25, 1997. The closing date for the EBM Merger is currently
scheduled for May 31, 1997. The closing is subject to several conditions
including a due diligence investigation of EBM by the Company. The purchase
price is subject to both upward and downward adjustments depending upon whether
EBM delivers more or less than $124,000 of audited net worth as of the closing
date. In addition, the purchase price is subject to a downward adjustment if EBM
delivers less than $180,000 of audited pre-tax earnings for the twelve month
period ending as of the closing date. In connection with the EBM Merger, Mr.
Shirrell will be retained as an independent contractor of CRI and the Company
pursuant to a written agreement to (i) procure acquisition candidates for the
Company; and (ii) advise CRI with respect to market, sales and service
opportunities for POS systems.
EBM, which has been in business since 1973, sells, installs and
services POS systems within central Indiana and central Kentucky from its
offices in Indianapolis, Indiana and Louisville, Kentucky. The primary focus of
EBM's business is to serve the POS systems needs of the table service restaurant
market with products manufactured by Micros. EBM also specializes in the sale of
generic PC systems in
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those situations when networking is a requirement of the customer. For the
twelve months ended December 31, 1996, EBM had preliminary unaudited net
revenues and pre-tax earnings of $2,400,000 and $178,000, respectively. Total
assets at December 31, 1996 were approximately $1,000,000.
The Company's recently announced financial results for the period from inception
(April 3, 1996) to December 31, 1996 stated net revenues of $4,196,000 and a net
loss of $107,000.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
99.2 Press Release dated April 4, 1997.
99.3 Press Release dated April 14, 1997.
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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
-----------------------------
Kelly Kaufman, Vice President and
Principal Financial Officer
April 17, 1997
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE CONTACT:
Mr. Paul Spindler
Executive Vice President
Bristol Technology Systems, Inc.
(714) 475-0800
Mr. Robert Smyth
President and CEO
Smyth Systems, Inc.
(330) 499-6392
BRISTOL TECHNOLOGY SYSTEMS TO ACQUIRE
OHIO-BASED RETAIL AUTOMATION COMPANY
IRVINE, CA, April 4, 1997 -- Bristol Technology Systems Inc.
(BTEC:NASDAQ) and Smyth Systems, Inc. today announced they have reached a
definitive agreement for a merger of the two companies in an exchange of stock.
Specific terms of the transaction were not disclosed.
Smyth, headquartered in Canton, Ohio, provides turnkey retail
automation solutions for vertical markets, which include many of the nation's
leading country clubs and resorts, specialty retailers and museum stores. It
also operates a point-of-sale (POS) systems dealership serving supermarket and
food service retailers in Southern California and Northern Ohio. The POS
operation sells, installs and services equipment manufactured by NCR.
Founded in 1949, Smyth Systems has operations in Irvine, Montclair and
San Diego, California; Dallas, Salt Lake City and Canton.
Bristol, based in Irvine, California, operates point-of-sale systems
dealerships in Kentucky, Ohio, Washington and California.
Richard H. Walker, Bristol president and chief executive officer, said
the merger moves Bristol strongly into the integrated turnkey software solutions
market across the country and at the same time significantly increases the
combined companies' market share for POS systems in California and Ohio. Bristol
dealers currently have operations in the San Francisco area and Dayton, Ohio.
Walker said Bristol resources would be made available to Smyth Systems to
accelerate expansion of its retail solutions and POS business.
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BRISTOL ACQUISITION OF RETAIL AUTOMATION COMPANY - Page 2
Walker said Smyth Systems would operate under its current management as
a subsidiary of Bristol. Robert Smyth, president and chief executive officer,
Larry Smyth and Bill Smyth, both senior vice presidents, all have agreed to long
term employment contracts, he said.
The transaction was Bristol's second in a week. Earlier, it announced
it had executed a definitive agreement to acquire International Systems &
Electronics, a Miami, Florida-based POS dealer for an undisclosed amount of cash
and stock. With the addition of Smyth Systems, Bristol's annual ized revenues
will approximate more that $30 million, the company said.
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EXHIBIT 99.3
FOR IMMEDIATE RELEASE CONTACT:
Paul Spindler
Executive Vice President
Bristol Technology Systems, Inc.
(714) 475-0800
Maurice Johnson
President and CEO
CRI
(606) 276-3914
CRI, KENTUCKY-BASED SUBSIDIARY OF BRISTOL TECHNOLOGY SYSTEMS,
TO ACQUIRE POINT-OF-SALE SYSTEMS DEALERS IN ILLINOIS, INDIANA
LONDON, KY, April 14, 1996 - CRI, a subsidiary of Bristol Technology
Systems, Inc. (BTEC:NASDAQ), with sales and service facilities in Kentucky and
southern Ohio, today announced it is expanding its point-of-sale systems
operations into Indiana and Illinois via two acquisitions.
Maurice Johnson, president and chief executive officer, said CRI has
executed a definitive agreement to acquire Electronic Business Machines, Inc.
(EBM), of Indianapolis, and that it has completed the purchase of Microdata,
Inc., of Mount Vernon, Illinois. These two acquisitions "provide significant
opportunities for CRI beyond the extension of our geographic market," Johnson
said.
He said EBM sells and services POS systems manufactured by Micros for
restaurants, which represents a new market opportunity for CRI. In addition,
Johnson explained that EBM has an operation in Louisville which, over time, will
be combined with CRI's Louisville operation.
Microdata, which specializes in sales and service of POS installations
for supermarkets and quick serve food outlets, complements CRI's operations in
that market segment, he added.
Johnson said the operations of both EBM and Microdata will be
consolidated under management of CRI, which has offices in four Kentucky cities
and Dayton, Ohio. He said Mark Love, president and former owner of Microdata, is
joining CRI's senior management team and that Floyd Shirrell, owner of EBM, has
entered into a long term consulting agreement with CRI.
Bristol Technology Systems operates POS systems dealerships and systems
integration companies engaged in retail automation.
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The CRI transactions brings to four the number of acquisitions
announced by Bristol Technology Systems in the last two weeks.
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