ALLSTAR SYSTEMS INC
8-K, 2000-06-02
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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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 and Exchange Act of 1934

 Date of Report: (Date of earliest event reported): June 5, 2000 (May 19, 2000)


                              Allstar Systems, Inc.
             (Exact name of registrant as specified in its charter)



             Delaware                                76-0515249
     (State of Incorporation)             (IRS Employer Identification No.)

                                     0-21479
                            (Commission File Number)

                             6401 Southwest Freeway
                              Houston, Texas 77074
              (Address of Registrant's principal executive offices)

                                 (713) 795-2000
              (Registrant's telephone number, including area code)




                                (Not Applicable)
          (Former name or former address, if changed since last report)


<PAGE>


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On May 19, 2000, Allstar Systems, Inc. (the "Company"), pursuant to the
terms of the Asset Purchase Agreement, dated as of March 16, 2000 (the "Purchase
Agreement"),  between the Company and Amherst Computer Products Southwest,  L.P.
and Amherst  Technologies,  L.L.C.,  sold its  Computer  Products  division  and
certain assets of its IT Business  located in El Paso,  Texas for  approximately
$16.4 million, subject to certain post-closing adjustments. The Company used the
proceeds  from the sale to repay $9,300 in debt,  which  represented  all of its
debt,  to Deutsche  Financial  Services  ("DFS") and expects to satisfy  capital
requirements  from  its  existing  cash  balances,  collection  of its  accounts
receivables and borrowings under the DFS credit facilities.  The effects of this
transaction  have been  previously  reported in the Company's  Form 10-Q for the
three months ended March 31, 2000.

         The Purchase Agreement and the transactions  contemplated  thereby were
approved by stockholders at a special meeting on May 19, 2000.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)      Exhibits

                  2.1    Asset Purchase  Agreement,  dated as of March 16, 2000,
by and among Amherst Southwest  Computer  Products,  L.P., Amherst Technologies,
L.L.C. and the Company.

                                    SIGNATURE

         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.

Date: June 5, 2000

                                        ALLSTAR SYSTEMS, INC.


                                        By: /s/Donald R. Chadwick
                                        Donald R. Chadwick
                                        Secretary



<PAGE>


                                INDEX TO EXHIBITS


EXHIBIT                         DESCRIPTION OF EXHIBIT

         2.1*            Asset Purchase  Agreement,  dated as of March 16, 2000,
by and among Amherst Southwest  Computer  Products,  L.P.,  AmherstTechnologies,
L.L.C. and the Company.

                         *Incorporated  by reference from the Company's Form 8-K
filed with the SEC on March 21, 2000


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