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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: August 10, 1999
IAT MULTIMEDIA, INC.
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(Exact name of registrant as specified in charter)
DELAWARE
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(State of other jurisdiction of incorporation)
0-22101 13-3920210
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(Commission File Number) (IRS Employer Identification No.)
Geschaftshaus Wasserschloss, Aarestrasse 17, CH-5300, Vogelsang-Turgi,
Switzerland
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: 011-41-56-223-5022
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(Former Address, if changed since Last Report) (Zip Code)
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Item 2. Acquisition or Disposition of Assets.
As previously reported under Item 2 of a current report on Form 8-K
dated August 4, 1999, in connection with the spin-off of our research and
development activities in March 1998, we granted Algo Vision Schweiz AG, one of
the entities formed in connection with the spin-off, an option to purchase a 50%
co-ownership interest in our visual communications intellectual property. In
July 1999, as part of the reorganization of the Algo Vision entities, Algo
Vision Schweiz and Algo Vision Systems GmbH, the other entity formed in
connection with the spin-off, became wholly-owned subsidiaries of Algo Vision
plc, an English company whose shares began trading on the European Association
of Securities Dealers Automated Quotation System on July 23, 1999. Under the
terms of a series of agreements between us, Algo Vision plc and Algo Vision
Schweiz (i) Algo Vision Schweiz transferred its option to purchase our
intellectual property rights to Algo Vision plc, (ii) Algo Vision plc agreed to
purchase our visual communications intellectual property rights (other than the
IAT name or mark) and (iii) we agreed to exchange our 15% equity interest in
each of Algo Vision Systems and Algo Vision Schweiz, for shares of capital stock
of Algo Vision plc. Dr. Vogt, one of our directors, owns approximately 26.2% of
the outstanding shares of Algo Vision plc and serves as the Chairman of the
Board and Chief Executive Officer of Algo Vision plc.
Under the terms of the agreements, Algo Vision plc purchased a 50%
interest in our visual communications intellectual property rights for
$1,000,000 in cash on July 23, 1999 and purchased the remaining 50% interest for
an additional $2,500,000 in cash on August 10, 1999. Algo Vision plc also agreed
to pay us royalties (ranging from 5% to 10%) on the sale of certain products
utilizing the visual communications technology until August 2001. In connection
with the transaction, Algo Vision Schweiz repaid, in August 1999, outstanding
loans, aggregating approximately $500,000, made by us to Algo Vision Schweiz as
part of the spin-off.
In addition, as part of the reorganization of the Algo Vision
entities on July 23, 1999, we exchanged our 15% interest in each of Algo Vision
Systems and Algo Vision Schweiz, for 500,000 shares of Algo Vision plc (valued
at $5,000,000 at EASDAQ admission). These shares are subject to a lock-up
agreement for a period of six months, subject to certain exceptions. On August
10, 1999, we also purchased an additional 250,000 shares of Algo Vision plc for
a purchase price of $2,500,000 in cash, of which 200,000 shares are subject to a
lock-up agreement for a period of three months, subject to certain exceptions.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits
10.62 Agreement for the Acquisition of Intellectual Property Rights
dated July 22, 1999 among the Registrant, IAT AG, Algo Vision Schweiz
AG and Algo Vision plc.(1)
10.63 Intellectual Property Assignment dated July 22, 1999 among the
Registrant, IAT AG and Algo Vision plc.(1)
10.64 Intellectual Property Assignment dated August 10, 1999 among the
Registrant, IAT AG and Algo Vision plc.
10.65 Share Exchange and Subscription Agreement dated July 22, 1999
between Algo Vision plc and IAT AG.(1)
10.66 Second Subscription Agreement dated July 22, 1999 between Algo
Vision plc and IAT AG.(1)
10.67 Lock-In Agreement dated July 22, 1999 among Algo Vision plc,
Beeson Gregory Limited and IAT AG.(1)
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(1) Incorporated by reference to our current report on Form 8-K filed on August
4, 1999.
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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.
IAT MULTIMEDIA, INC.
By: /s/ Klaus Grissemann
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Klaus Grissemann
Chief Financial Officer
Dated: August 24, 1999
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DATED AUGUST 10 1999
IAT MULTIMEDIA INC
and
IAT AG
and
ALGO VISION PLC
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INTELLECTUAL PROPERTY
ASSIGNMENT
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Baker & McKenzie
100 New Bridge Street
London
EC4V 6JA
Tel: (0171) 919 1000
Fax: (0171) 919 1999
Ref: CJC/NHC/KHW
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INTELLECTUAL PROPERTY ASSIGNMENT
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BETWEEN:
IAT MULTIMEDIA Inc, a Delaware, USA corporation ("IATM")
and
IAT AG, CH-5300 Turgi ("AG"), a Swiss corporation, which is a wholly owned
subsidiary of IATM
and
ALGO VISION PLC, a company incorporated in England and Wales with its registered
office at 2 Serjeant's Inn, London EC4Y 1LT ("AV plc")
RECITALS:
(A) Under an Agreement for the Acquisition of Intellectual Property Rights
between IATM, AG, AV plc and Algo Vision Schweiz AG ("the Agreement")
AG agreed that, subject to the admission to trading on EASDAQ of
certain shares of AV plc, AG would, on or within seven days of
admission, transfer, or where applicable procure that its Affiliates
(as defined below) would transfer, certain Intellectual Property (also
as defined below) into the joint names of AG and AV plc in the form of
50% co-ownership (Miteigentum) in consideration of a fee of one million
US dollars and certain royalty rights.
(B) The Agreement further provided that AV plc shall be obligated, from 14
days after the said admission but no later than 30 days thereafter, to
call upon the IATM Group to transfer its entire interest in the 50%
co-ownership of the Intellectual Property and in any Improvements (as
defined below) made or acquired by the IATM Group during the
co-
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ownership period in consideration of a fee of US$2.5 million and
certain additional consideration payments.
(C) The parties have already entered into an assignment transferring the
Intellectual Property into co-ownership. This agreement is entered into
in order to effect the second stage of the ownership transfer.
OPERATIVE PROVISIONS
1. DEFINITIONS
1.1 "Admission" means the admission to trading on EASDAQ of 14,464,654
shares of (pounds sterling)0.01 each, being the whole of the issued
ordinary share capital of AV plc and the shares forming part of the
authorised share capital but unissued share capital of AV plc
sufficient to satisfy obligations to issue further shares which it
has assumed as at Admission;
1.2 "Affiliate" means, with respect to any undertaking or legal person, any
other undertaking or legal person directly or indirectly controlling,
controlled by, or under common control with such undertaking or legal
person;
1.3 "Effective Date" means the date of Admission;
1.4 "The Fee" means the fee of US $2.5 million payable by AV plc to AG to
acquire entire ownership of the Intellectual Property and the
Improvements;
1.5 "IATM Group" means IATM and its Affiliates from time to time, including
AG;
1.6 "Improvements" means improvements based essentially on the Intellectual
Property;
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1.7 "Intellectual Property" means the intellectual property owned or used
by AG at the date of the Spin Off Agreement, together with intellectual
property owned or used by AG at the Effective Date, including, but not
limited to, the Patent Rights and the Trade Mark Rights but, for the
avoidance of doubt, not including any rights whatsoever to the IAT name
or mark, ownership of which shall remain exclusively in the IATM Group
(intellectual property meaning, without limitation, patents, patent
applications, copyrights, trademarks, trademark registrations, service
marks, service mark registrations, inventions, trade secrets and
licences of any of the foregoing);
1.8 "The Patent Rights" means German patent application number 197 37
258.9, European patent application number 98115394.3-2202/0899958 and
US patent application number 09/138,640;
1.9 "Spin-off Agreement" means the Spin-off Agreement of 11 March 1988
between IATM, AG, Dr. Viktor Vogt and IATC;
1.10 "The Trade Mark Rights" means Community Trade Mark number 000623751
(WONDERBOARD), Community Trade Mark number 000623777 (MOVING STILL
IMAGE), Swiss trade mark application number 456211 (WONDERBOARD), US
trademark application 75/354,082 (WONDERBOARD), Swiss trade mark
application number 06441/1997 (MOVING STILL IMAGE) and any rights
deriving from the terminated US trademark application 75/353,932
(MOVING STILL IMAGE).
2. ASSIGNMENT
2.1 In consideration of the Fee, receipt of which is hereby acknowledged,
and certain additional consideration payments, as set out in the
Agreement for the Acquisition of Intellectual Property Rights, AG and
IATM hereby assign their interest in the Intellectual Property and the
Improvements entirely into the name of AV plc.
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2.2 The above assignment shall be subject to the obtaining of any necessary
third party consents which the IATM Group is obliged to assist in
obtaining under the Agreement.
3. FURTHER ASSURANCE
3.1 AG and its Affiliates shall enter into all such documents and do all
acts as may be reasonably requested by AV plc to effect the purposes of
this assignment, including without limitation all such documents and
acts necessary for effecting the aforementioned transfer of the
Intellectual Property.
4. GOVERNING LAW
4.1 This assignment shall be governed by Swiss law.
EXECUTED BY:
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IAT MULTIMEDIA INC
Place, Date
August 10, 1999
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Signature
/s/ Jacob Agam
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Name (in capitals)
JACOB AGAM
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Position
Chairman and Chief Executive Officer
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IAT AG
Place, Date
August 10, 1999
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Signature
/s/ Klaus Grissemann
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Name (in capitals)
KLAUS GRISSEMANN
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Position
Chief Financial Officer
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ALGO VISION PLC
Place, Date
August 10, 1999
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Signature
/s/ Viktor Vogt
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Name (in capitals)
VIKTOR VOGT
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Position
Director
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