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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 28, 1999
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The Translation Group, Ltd.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-21725 23-3382869
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State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 Washington Avenue, Haddonfield, NJ 08033
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 795-8669
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Item 2. Acquisition or Disposition of Assets.
On May 28, 1999, The Translation Group, Ltd. (the "Company") acquired
all of the outstanding shares of Planet Access Networks, Inc. ("PAN"). PAN,
based in Stanhope, New Jersey, provides a broad range of Internet-related
services, including development of e-commerce sites to build clients' presence
on the World Wide Web, hosting clients' Internet sites on PAN's servers,
maintaining servers operated by clients, and information technology consulting,
including design of clients' computer networks.
The purchase price for the PAN shares (the "PAN Shares") was
approximately $3.8 million, consisting of an aggregate 416,666 shares (the
"Company Shares") of the Company's Common Stock paid as of the closing and
$900,000, payable not later than September 15, 1999. In addition, the Company is
obligated to provide funding to PAN in a minimum amount of $4,000,000 (prior to
costs and expenses of such funding) which may be obtained, at the Company's
discretion, in the form of a public or private sale of securities of the Company
or PAN. To secure such obligations, the Company has pledged the PAN Shares to
the former shareholders of PAN. In the event the Company breaches its
obligations to the former PAN shareholders, their sole remedy is the return of
the PAN Shares and payment by the Company of their costs and expenses of the
transaction. In addition, PAN would retain $250,000 advanced to it by the
Company and any profits earned by PAN subsequent to the closing would be evenly
divided by the Company and PAN.
The Company has also agreed to repurchase the Company Shares within
ninety (90) days of the first anniversary of the acquisition at a price of $7.00
per share, if, on such anniversary date: (1) the shares of Common Stock are not
listed for trading on a national securities exchange or included on NASDAQ; (2)
during the ninety (90) days preceding such date, the average weekly trading
volume is less than 100,000 shares; and (3) the average of the closing or high
bid price during the twenty (20) trading days preceding such date is less than
$10.00 per share.
The terms of the transaction were determined by arms'-length
negotiation between the parties. Prior to the acquisition, there was no material
relationship between the former shareholders of PAN and the Company or any
director, officer or affiliate of the Company or any associate of any such
director or officer.
The Company anticipates that PAN will be operated in accordance with
its prior practices. Jeff Cartwright and Fred Lapero, the officers and principal
shareholders of PAN, will continue to serve as officers of PAN. In addition,
Fred Lapero will be elected to the Board of Directors of the Company.
In addition to maintaining PAN's historic business, the Company intends
to utilize PAN's resources to offer the Company's translation services over the
Internet.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired. As of the date of this
Report, it is impractical to file the financial statements required by Form 8-K.
Such financial statements shall be filed by amendment within sixty (60) days of
the date of this Report.
(b) Pro Forma Financial Information. As of the date of this Report, it
is impractical to file the pro forma financial information required by Form 8-K.
Such pro forma financial information shall be filed by amendment within sixty
(60) days of the date of this Report.
(c) Exhibits.
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
The Translation Group, Ltd.
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(Registrant)
Date June 14, 1999 By: /s/ Charles D. Cascio
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Charles D. Cascio,
President and Chief Executive Officer
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