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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A #1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (date of earliest event reported): July 24, 1997
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MLC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-28926 54-1817218
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
11150 SUNSET HILLS ROAD, SUITE 110, RESTON, VA 20190
(Address of principal executive offices)
Registrant's telephone number, including area code: (703) 834-5710
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ITEM 5. OTHER EVENTS
Pursuant to the terms of an Agreement and Plan of Merger dated July
24, 1997 (the "Merger Agreement") by and among MLC Holdings, Inc. (the
"Company"), MLC Network Solutions, Inc. ("MLC Network Solutions") (a newly
formed 100% owned subsidiary of the Company), Compuventures of Pitt County,
Inc. (d.b.a. "MicroAge of Greenville" and "MicroAge of
Wilmington")("Compuventures") and the stockholders of Compuventures, the
Company acquired 100% of the outstanding stock of Compuventures from the
stockholders of Compuventures effective July 24, 1997 (the "Closing Date").
The consideration for the transaction consists of $3,384,584 (the "Merger
Consideration") payable in the form of 260,978 shares of the Company's common
stock. The purchase price was determined based on arms-length negotiation.
Compuventures is a value added computer reseller (or "VAR") of personal
computers and network equipment and software, and services provider.
Compuventures had revenues of approximately $15 million for the 12 months ended
December 31, 1996. Compuventures was started in 1982 and has approximately 72
full and part time employees and independent contractors. Its headquarters is
in Greenville, NC and it has a main branch in Wilmington, NC. Compuventures
also maintains sales and service locations in Raleigh, NC, and Greenville, SC.
The Company intends to continue to conduct the business of Compuventures
through MLC Network Solutions, Inc.
In addition, on the Closing Date, certain of the key
employees/stockholders of Compuventures, Elaine G. Denton, William G. Garner,
and David J. Rose III, entered into employment agreements with the Company.
The employment agreements provide that the Company or its subsidiaries will
employ each of such persons for varying terms of one or two years at salaries
commensurate with their positions and duties. Each of the employment
agreements contains non-compete and confidentiality provisions.
In addition, the Company has agreed by the terms of the Merger
Agreement to grant incentive stock options for an additional 60,000 shares of
the Company's common stock to key employees of Compuventures who became
employees of the Company. The Company will grant incentive stock options for
38,300 shares of the Company's common stock to the above named key
employees/stockholders, and incentive stock options for an additional 21,700
shares of the Company's common stock to other employees of MLC Network
Solutions. These option grants are subject to stockholder ratification of the
Master Stock Incentive Plan (formerly the 1996 Stock Incentive Plan prior to
amendment and restatement effective May 14, 1997 which has been adopted by the
Board of Directors but which is subject to stockholder ratification) and the
Amended and Restated Incentive Stock Option Plan (formerly the 1996 Incentive
Stock Option
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Plan prior to amendment and restatement effective May 14, 1997 which has been
adopted by the Board of Directors but which is subject to stockholder
ratification). Philip G. Norton has entered into an agreement with
Compuventures agreeing to vote the stock of the Company controlled by Mr.
Norton in favor of ratification of these amendments. Mr. Norton controls
2,825,000 shares of common stock of the Company or 53.6% of the shares entitled
to vote, thus stockholder ratification of these proposals is virtually assured.
The above descriptions of the agreements entered into by the Company
and Compuventures relating to the acquisition are not complete. Reference is
made to the Merger Agreement, a copy of which was previously filed as an
exhibit to this report and is incorporated herein by reference.
There was no affiliation or relationship between the Company, its
affiliates, officers or directors or associates of such persons and
Compuventures or any of its officers, directors or stockholders prior to the
execution of the Merger Agreement on the Closing Date.
The acquisition described herein did not involve a significant amount
of assets, as such term is defined in Form 8-K, Item 2, Instruction No. 4.
Therefore, this report is being amended under Item 5 of Form 8-K, and financial
statements will not be filed pursuant to Item 7 of Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a); (b) Financial Statements; Pro Forma Financial Information.
Not applicable.
(c) Exhibits
The following exhibit was previously filed and is incorporated herein
by reference:
2.1 Agreement and Plan of Merger dated July 24, 1997, by and among
MLC Holdings, Inc., MLC Network Solutions, Inc., Compuventures
of Pitt County, Inc., and the Stockholders of Compuventures of
Pitt County, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MLC Holdings, Inc.
(Registrant)
Dated: October 21, 1997 By: /s/ PHILLIP G. NORTON
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Phillip G. Norton
Chairman and Chief Executive Officer
