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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 23, 1997
Bristol Retail Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21633 58-2235556
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5000 Birch Street,Suite 205, Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 475-0800
Bristol Technology Systems, Inc.
18201 Von Karman Avenue, Suite 305, Irvine, California 92612
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On July 23, 1997, Bristol Retail Solutions, Inc., a Delaware
corporation (the "Company"), International Systems & Electronics Corporation, a
Delaware corporation ("ISE") and Pedro Penton ("Penton") entered into a
Rescission Agreement (the "Rescission Agreement"). Pursuant to the Rescission
Agreement, the Agreement and Plan of Merger entered into by and among the
Company, International Systems & Electronics Corporation, a Florida corporation
(which was merged with and into ISE) and Penton on April 30, 1997 (the "Merger
Agreement") and all of the transactions contemplated thereunder were rescinded
in their entirety, effective as of April 30, 1997.
As described on the press release dated July 23, 1997, which is
attached as an Exhibit hereto, the Company is expected to incur a charge of
less than $100,000 for legal and accounting expenses paid in connection with
the rescission.
Item 7. Financials, Pro Forma Financial Statement, and Exhibits.
Exhibit 99 Press release dated July 23, 1997.
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INDEX TO EXHIBITS
Index
Number Description
- ------ -----------
99 Press release dated July 23, 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/ Richard Walker
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Richard Walker, President and
Chief Executive Officer
July 28, 1997
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EXHIBIT 99
BRISTOL RETAIL SOLUTIONS, MIAMI COMPANY
AGREE TO RESCIND MERGER AGREEMENT
NEWPORT BEACH, CA, July 23, 1997 - Bristol Retail Solutions, Inc.
(BRTL:NASDAQ) and privately-held International Systems & Electronics, Inc.
(ISE) today announced they have agreed to rescind the merger of ISE into
Bristol.
The transaction between ISE, a Miami, Florida point-of-sale (POS)
systems dealer, and Newport Beach-based Bristol was announced in May.
The expanding focus by ISE on Central and Latin America was in conflict
with Bristol's current strategy of building market share in the United States
through a national network of POS dealers, the companies said. It was
determined that both Bristol and ISE could more effectively achieve their
respective business development objectives as separate companies, the two
organizations stated.
Bristol operations, excluding ISE, generated $26.9 million in revenues
for the year ending December 31, 1996. ISE reported $4.8 million in revenues
for the same period. Bristol said it would take a charge of under $100,000 for
legal and accounting expenses in connection with the merger rescission.
ISE sells and services POS systems manufactured by NCR which are
installed and serviced in supermarkets, restaurants and other retail
establishments.
Bristol provides retail automation solutions through its network of POS
dealers and systems integrators.
