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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 19, 1998
Omtool, Ltd.
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(Exact name of Registrant as specified in its charter)
Delaware 0-22871 02-0447481
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(State or other (Commission (IRS Employer
jurisdiction File number) Identification No.)
of Incorporation)
8 Industrial Way, Salem, NH 03079
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 898-8900
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Item 5. Other Events
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On February 19, 1998, Omtool, Ltd. ("Omtool"), Desktop Paging Software,
Inc. ("DPSI") and the stockholders of DPSI entered into a certain Stock
Purchase Agreement, pursuant to which Omtool acquired all of the outstanding
capital stock of DPSI.
The information contained in the press release of Omtool dated February
27, 1998 announcing the acquisition of DPSI attached as Exhibit 99.1 is hereby
incorporated by reference.
In addition, on February 27, 1998, Omtool, TRS Technologies, Inc. ("TRS")
and the stockholders of TRS entered into a certain Stock Purchase Agreement,
pursuant to which Omtool acquired all of the outstanding capital stock of TRS.
The information contained in the press release of Omtool dated February
27, 1998 announcing the acquisition of TRS attached as Exhibit 99.2 is hereby
incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired. None.
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(b) Pro Forma Financial Information. None.
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(c) Exhibits.
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Exhibit No. Description
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99.1 Press release of Omtool, Ltd. announcing the acquisition of
Desktop Paging Software, Inc. dated February 27, 1998.
99.2 Press release of Omtool, Ltd. announcing the acquisition of
TRS Technologies, Inc. dated February 27, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Omtool, Ltd. has duly caused this report to be signed on its behalf by the
undersigned hereunto authorized.
OMTOOL, LTD.
Date: March 13, 1998
By: /s/ Robert L. Voelk
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Robert L. Voelk
Chief Executive Officer
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EXHIBIT INDEX
Page Number
Exhibit in Sequentially
No. Description Numbered Copy
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99.1 Press release of Omtool, Ltd. announcing the
acquisition of Desktop Paging Software, Inc.
dated February 27, 1998.
99.2 Press release of Omtool, Ltd. announcing the
acquisition of TRS Technologies, Inc. dated
February 27, 1998.
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EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
OMTOOL, LTD. ANNOUNCES THE ACQUISITION OF
DESKTOP PAGING SOFTWARE, INC.
SALEM, N.H. -- February 27, 1998 -- Omtool, Ltd. (Nasdaq: OMTL), a leading
provider of enterprise client/server facsimile software solutions, today
announced it has acquired privately-held Desktop Paging Software, Inc.
("DPSI"), a provider of wireless messaging software. The transaction will be
accounted for under the pooling method of accounting. The terms of the
transaction were not disclosed.
DPSI's software products enable users to send alphanumeric messages to pager
devices, directly from personal computers. The DPSI product set includes both
client/server software as well as standalone desktop software for transmitting
wireless messages.
The desktop software, designed for personal use from a PC, transmits a wireless
message to any paging device. The desktop software product is currently resold,
under private label, by many paging service providers. The client/server
software, designed for enterprise usage, enables all employees within a company
to send wireless messages directly from their PC. The server software is
designed for the Windows NT environment. Both products are compatible with
common paging standards and service providers.
"This acquisition addresses the communication needs of our customers. Now
sending wireless messages to paging devices is as easy as sending an e-mail
message, or sending a fax. We selected the DPSI product because it addresses the
scalability issues important to enterprise organizations," said Robert Voelk,
Omtool's Chairman and CEO.
Omtool, headquartered in Salem, New Hampshire, designs, develops, markets and
supports open, client/server facsimile software, delivering solutions which
automate and integrate fax communication throughout the enterprise. Omtool's Fax
Sr. product family provides users with an extensive, flexible feature set for
transmitting and receiving faxes and improves an organizations' management of
its fax communications processes by providing a suite of utility and control
functions. For additional information, please visit the Omtool, Ltd. World Wide
Web home page at http://www.omtool.com.
This announcement contains forward-looking statements that involve risks and
uncertainties, including statements regarding product integration and
development, and new market and sales opportunities. Actual results may vary
significantly based on a number of factors, including, the integration of
Desktop Paging products with Omtool's product line, market acceptance of
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Desktop Paging's products, the impact of the acquisition on Omtool's business,
the timely development and acceptance of new products, and Omtool's ability to
successfully manage the integration of the combined companies. In addition,
future results are subject to a number of other factors, such as Omtool's
limited operating history, fluctuations in quarterly results of operations,
dependence on continuing market acceptance of Fax Sr. NT and on continuing
growth in the number of organizations implementing client/server computing
environments, competition, and Omtool's ability to manage growth. More
information about potential factors that could affect Omtool's financial results
are included in Omtool's periodic reports and registration statements as filled
with the Securities and Exchange Commission, including the Company's final
prospectus dated August 8, 1997.
CONTACT: Darioush Mardan
Vice President and CFO
Tel: (603) 898-8900 ext. 1416
Email: [email protected]
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EXHIBIT 99.2
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FOR IMMEDIATE RELEASE
OMTOOL, LTD. ANNOUNCES THE
ACQUISITION OF TRS TECHNOLOGIES, INC.
SALEM, N.H. -- February 27, 1998 -- Omtool, Ltd. (Nasdaq: OMTL), a leading
provider of enterprise client/server facsimile software solutions, today
announced it has acquired privately-held TRS Technologies, Inc., a provider
of LAN fax and cost recovery systems for law firms. The transaction will be
accounted for under the pooling method of accounting. The terms of the
transaction were not disclosed.
TRS Technologies' software products enable law firms and corporate legal
departments to significantly reduce costs associated with fax transmissions by
sending and receiving faxes more efficiently from their personal computer
networks. TRS Technologies provides law firms and corporate legal departments
with fax automation systems using its own LegalFax software, together with a fax
server and the customer's own document management, cost recovery and e-mail
systems. TRS also sells its software through resellers that serve as systems
integrators for law firms and corporate legal departments.
"TRS Technologies' LegalFax software, combined with Omtool's Fax Sr. fax server,
will provide law firms the highest quality fax processing system," said Robert
Voelk, Omtool's Chairman and CEO. "This acquisition expands Omtool's presence in
the vertical legal market, and opens up new opportunities within the legal
departments of our existing enterprise customers."
Omtool, headquartered in Salem, New Hampshire, designs, develops, markets and
supports open, client/server facsimile software, delivering solutions which
automate and integrate fax communication throughout the enterprise. Omtool's Fax
Sr. product family provides users with an extensive, flexible feature set for
transmitting and receiving faxes and improves an organizations' management of
its fax communications processes by providing a suite of utility and control
functions. For additional information, please visit the Omtool, Ltd. World Wide
Web home page at http://www.omtool.com.
This announcement contains forward-looking statements that involve risks and
uncertainties, including statements regarding product integration and
development, and new market and sales opportunities. Actual results may vary
significantly based on a number of factors, including, the integration of TRS
Technologies' products with Omtool's product line, market acceptance of TRS
Technologies' products, the impact of the acquisition on Omtool's business, the
timely development and acceptance of new products, and Omtool's ability to
successfully manage the
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integration of the combined companies. In addition, future results are subject
to a number of other factors, such as Omtool's limited operating history,
fluctuations in quarterly results of operations, dependence on continuing market
acceptance of Fax Sr. NT and on continuing growth in the number of organizations
implementing client/server computing environments, competition, and Omtool's
ability to manage growth. More information about potential factors that could
affect Omtool's financial results are included in Omtool's periodic reports and
registration statements as filled with the Securities and Exchange Commission,
including the Company's final prospectus dated August 8, 1997.
CONTACT: Darioush Mardan
Vice President and CFO
Tel: (603) 898-8900 ext. 1416
Email: [email protected]
