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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): June 13, 1997
AMASYS Corporation
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(Exact name of the registrant as specified in its charter)
Delaware 0-9949 54-1012385
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(state of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
4900 Seminary Road, Suite 800 Alexandria, Virginia 22311
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 998-5931
<PAGE>
Item 5.
AMASYS Corporation (the "Company") is the successor to
Infotechnology, Inc. ("Infotech") which filed (along with its
wholly-owned subsidiary Questech Capital Corporation) a joint
petition for relief under Chapter 11 of the United States
Bankruptcy Code on March 1, 1991 (the "Bankruptcy Proceeding").
The Third Joint Plan of Reorganization, dated March 30, 1994, as
amended (the "Plan"), was confirmed by an order of the United
States Bankruptcy Court for the Southern District of New York
(the "Court"), entered on June 23, 1994 and finalized on January
2, 1997. Pursuant to the Court's orders, the Company and
Infotech entered into an Assignment and Assumption Agreement,
effective as of June 21, 1996, whereby the Company acquired
certain assets and assumed certain liabilities of Infotech.
In light of the Bankruptcy Proceeding and circumstances
giving rise thereto, Infotech last filed periodic reports
containing financial statements under the Securities Exchange Act
of 1934, as amended, in or around May 1990. Infotech's
accounting efforts since that time were directed to addressing
the reporting requirements of the Bankruptcy Proceeding and not
to preparing financial statements for investors, none of which
were filed by Infotech since that time.
As a consequence of the Court's orders, and the assignment
and assumption of Infotech assets and liabilities, the Company
currently holds 13.5% of the outstanding common stock of Hadron,
Inc. ("Hadron") (File No. 0-5404) and 60% of the outstanding
common stock of Comtex Scientific Corporation ("Comtex") (File
No. 0-10541), the reports of each of which are on file with the
U.S. Securities and Exchange Commission. The Company holds no
other significant assets, conducts no operations and generates no
cash flow.
The Company currently is attempting to engage an accounting
firm to assist in the preparation of, and to examine and report
on as necessary, its financial statements. The Company is
currently discussing such an engagement with the auditor for
Hadron, Inc. and Comtex Scientific Corporation. However, the
Company must first satisfactorily address issues raised by the
accounting firm regarding its ability to issue an opinion on such
an audit due to the significant length of time which has passed
since a previous audit was performed. As a consequence, the
Company has not yet been able to prepare and file unaudited or
audited financial statements. The Company believes that until it
is able to engage an accountant, it will be unable to prepare and
file either unaudited or audited financial statements.
<PAGE>
Pursuant to the Plan, the Company reserved or issued the
following shares of its common stock: (i) reserved 1,960,000
shares for issuance upon conversion of the 196,000 shares of the
Company's Series "A" Preferred Stock issued to the Pension
Benefit Guaranty Corporation ("PBGC"); (ii) issued 651,000 shares
to holders of certain unsecured claims against Infotech; (iii)
issued 1,600,000 shares to former Infotech common stockholders,
(iv) reserved 645,000 shares for issuance to the PBGC upon the
exercise of certain warrants issued to the PBGC; (v) reserved
800,000 shares for issuance to the Company's stockholders upon
the exercise of certain warrants issued to them; (vi) reserved
345,000 shares for future issuance to the holders of certain
Infotech indemnification claims; and (vi) reserved 950,000 shares
for possible issuance under a stock option plan.
As provided in the Plan and the Amended Term Sheet, the Company
entered into an agreement with the PBGC granting PBGC certain rights
to recover under its claim. In addition to the issuance to the PBGC
of 196,000 shares of the Company's 5% cumulative convertible
preferred stock as called for by the Plan, the Company:
) issued to the PBGC a $1,500,000 zero coupon note effective
June 21, 1996, with interest compounding semi-annually at 9%
per year, due December 31, 2006. The note is to be paid
prior to maturity 1) from any proceeds received by the
Company as a consequence of certain litigation and 2) from
the PBGC's "pro-rata" share (the PBGC's fully diluted
percentage ownership of the Company's common stock) of the
Company's sale of any and all of its stock positions or from
value received from the 10% Senior Subordinated Note issued
by Comtex Scientific Corporation to Infotech on May 16,
1995, the payment of such proceeds to be deemed payment of
the note in whole. If neither of the two events occurs prior
to maturity of the note, the note shall be cancelled.
) granted the PBGC the right to name two members to the Boards
of Directors of both the Company and Comtex, each of which
Boards shall be comprised of no more than seven directors
while the PBGC holds an interest in the companies; and
) granted the PBGC the unilateral right, through December 31,
2001, to require the Company to use its best efforts to
liquidate the Company's interest in Hadron and Comtex
through secondary offerings and private sales. The PBGC's
pro-rata share of such proceeds is to be allocated first to
payment of the note above, then to the PBGC's $1.96 million
distribution preference, then to payment to the PBGC of 10%
of any amount realized over and above the $1.96 million
distribution preference, but not to exceed $5 million.
<PAGE>
The warrants to purchase common stock of the Company, issued
to Shareholders pursuant to the Plan as of June 21, 1996, are not
registered with the Securities and Exchange Commission, and, if
exercised, would result in the issuance of restricted common
stock of the Company.
<PAGE> 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 thereunto duly authorized.
AMASYS Corporation
Date: June 13, 1997 By: /S/ C.W. Gilluly
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C.W. Gilluly
Chief Executive Officer and
President
