SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 1, 1998
(Date of earliest event reported)
COMPU-DAWN, INC.
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(Exact name of Registrant as specified in charter)
Delaware 000-22611 11-3344575
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(State or other jurisdiction (Commission File No.) (IRS Employer Identification
of incorporation) Number)
77 Spruce Street, Cedarhurst, New York 11516
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 374-6700
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Item 5. Other Events.
On September 1, 1998, Compu-DAWN, Inc. issued a press release
(the "Press Release") announcing that it had terminated its agreement to acquire
a 50% indirect interest in Press- Loto, the Russian limited liability company
which has the right to operate a national on-line lottery in Russia. The
termination of the agreement is more particularly described in the Press
Release, which is attached hereto as Exhibit 99.1
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release, dated September 1, 1998
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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.
COMPU-DAWN, INC.
Dated: September 1, 1998 By: /s/ Mark Honigsfeld
Mark Honigsfeld
Chairman of the Board
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Exhibit 99.1
Contact: Mark Honigsfeld
(516) 374-6700 Ext. 601
COMPU-DAWN TO SEEK OTHER ACQUISITIONS AND HAS ENGAGED LAIDLAW & CO., INC. AS ITS
INVESTMENT BANKERS FOLLOWING TERMINATION OF AGREEMENT TO ACQUIRE INTEREST IN
COMPANY WHICH HAS RIGHT TO OPERATE ON-LINE RUSSIAN LOTTERY
CEDARHURST, NY September 1, 1998 - Compu-DAWN, Inc. (NASDAQ: CODI) has
terminated the agreement to acquire a 50% indirect interest in Press-Loto, the
Russian limited liability company which has the right to operate a national
on-line lottery in Russia. Compu-DAWN invoked its right to terminate the
agreement after conditions to Compu-DAWN=s obligation to consummate the
acquisition were not fulfilled by August 31, 1998, the date by which those
conditions had to be fulfilled under the agreement.
Compu-DAWN intends to seek other acquisitions at this time and has engaged
Laidlaw & Co., Inc. as its investment banker and advisor to assist it in
identifying and exploring acquisition opportunities. In addition to seeking
acquisition candidates, Compu-DAWN is continuing to pursue its core business in
the ordinary course.
Compu-DAWN currently has tangible assets in excess of liabilities of
approximately $7 million, including cash on hand of approximately $6.5 million,
and it has 3,166,507 Common Shares outstanding.
Compu-DAWN, Inc. is in the business of designing, developing, licensing,
installing and servicing computer application and communication software
products and systems for law enforcement and other public safety agencies. The
Company has developed, licensed and installed its system in more than 60
agencies, primarily located in the State of New York.
This press release may include certain forward-looking statements about the
Company that are based on management's current expectations. Actual results may
differ materially as a result of any one or more of the risks identified in the
Company's filings under the Securities Exchange Act of 1934.
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