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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) May 22, 1997
Bristol Technology Systems, 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
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 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 contemplated 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 were to exchange all
of the outstanding capital stock of SSI for $5,338,200 of non-registered,
restricted Common Stock of the Company. The transaction was expected to be
accounted for as a pooling of interests.
On May 22, 1997, the SSI Agreement was amended to (i) convert the SSI
Merger from a reverse triangular merger into a forward triangular merger (the
"Smyth Merger"); (ii) change the intended accounting for the Smyth Merger from
pooling of interests to purchase; and (iii) change the nature of the
consideration to be provided in connection with the Smyth Merger from the
Company's common stock to a combination of cash and the Company's common stock.
In connection with the amended SSI Agreement, the Smyth shareholders
will exchange all of the outstanding capital stock of Smyth for $2,348,808 in
cash and $2,064,104 of non-registered, restricted Common Stock of the Company.
The number of shares of common stock will be determined based upon the last
trade price per share as reported by NASDAQ on May 19, 1997.
The closing date for the Smyth Merger is currently scheduled for May
29, 1997. The closing is subject to certain conditions including that the price
per share of the Company's common stock be at least $3.00 immediately prior to
the effective time of the merger.
In connection with the Smyth 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 Smyth
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 $12,100,000 and $540,000,
respectively. Total assets at December 31, 1996, were approximately $3,300,000.
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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 of Finance
May 29, 1997
