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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: February 16, 2000
SPIGADORO, INC.
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(Exact name of registrant as specified in charter)
DELAWARE
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(State of other jurisdiction of incorporation)
001-15617 13-3920210
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(Commission File Number) (IRS Employer Identification No.)
70 East 55th Street, 24th Floor, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: 212-754-4271
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(Former Address, if changed since Last Report) (Zip Code)
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Item 2. Acquisition or Disposition of Assets
We sold 750,000 shares of capital stock of Algo Vision plc, an English
company whose shares trade on the European Association of Securities Dealers
Automated Quotation System, in a series of transactions commencing on February
16, 2000 for approximately $17.0 million in cash. We had received the Algo
Vision capital stock in connection with the sale of our enhanced visual
communications intellectual property to Algo Vision as described below. Dr.
Viktor Vogt, one of our former executive officers and directors, serves as the
Chairman of the Board and Chief Executive Officer of Algo Vision.
As previously reported under Item 2 of our current reports on Form 8-K
dated August 4, 1999 and August 24, 1999, under the terms of a transaction
between us and Algo Vision, Algo Vision 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 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 addition, on July 23, 1999, we
exchanged our 15% interest in each of Algo Vision Systems and Algo Vision
Schweiz (the two entities formed in connection with the spin-off of our research
and development activities in March 1998) for 500,000 shares of Algo Vision. On
August 10, 1999, we also purchased an additional 250,000 shares of Algo Vision
for a purchase price of $2,500,000 in cash.
Statements in this report that are not descriptions of historical facts
are forward-looking statements that are subject to risks and uncertainties. Such
statements, including those regarding among other things, our strategy and
future prospects, are dependent on any number of factors, including market
conditions, competition and the availability of financing, many of which are
outside of our control. Actual results could differ materially from those
currently anticipated due to a number of factors, including those set forth in
our Securities and Exchange Commission filings under "Risk Factors", including
the following: we are operating a new business; if we do not successfully sell
our computer business, the combined company may be adversely affected; Vertical
Financial Holdings and its affiliates have the power to control Spigadoro; our
strategy of acquiring other companies for growth may not succeed and may
adversely affect our financial condition and results of operations; we are
subject to numerous risks related to foreign operations; and other risks.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated February 24, 2000
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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 hereunto duly authorized.
SPIGADORO, INC.
By: /s/ Klaus Grissemann
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Klaus Grissemann
Chief Financial Officer
Date: February 29, 2000
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Spigadoro, Inc. Receives $17 Million in Cash
Extraordinary Net Income From Disposition of Non-Core Business
New York, NY (February 24, 2000) -- Spigadoro, Inc. (AMEX; SRO), a leading
manufacturer of branded products in the Mediterranean food sector, today
announced it had received $17 million of cash from the sale of its non-core
equity position in Algo Vision plc. Spigadoro (formerly known as IAT Multimedia)
had received the Algo Vision stock in connection with the sale of IAT's enhanced
visual communications technology in July 1999. In connection with a series of
agreements between the Company and Algo Vision, the Company had received 750,000
shares of Algo Vision in exchange for the Company's 15% minority interest in two
Algo Vision affiliates. Spigadoro further announced that it believed that
substantially all of the extraordinary gain would be tax-free as a result of old
IAT net operating loss carryforwards and other factors.
Jacob Agam, Chairman and Chief Executive Officer of Spigadoro, said, "This
significant cash infusion further validates our strategy regarding the spin-off
of the old IAT businesses and dramatically improves our already strong balance
sheet. With approximately $20 million in cash, as well as significant unused
credit facilities, Spigadoro is well-positioned to continue its growth strategy,
which includes capitalizing on consolidation opportunities in the food
industry."
Spigadoro, Inc. is the new name of IAT Multimedia, Inc. following IAT's recent
purchase of Petrini SpA. Spigadoro is a leading manufacturer of branded products
in the Mediterranean food sector. Its pasta and other Mediterranean products are
internationally recognized as high quality products and are marketed under the
brand name "Spigadoro" ("Golden Ear of Wheat") in Italy, Europe, the U.S. and
the Far East. The Company's animal feed products are manufactured at seven
plants throughout Italy and are marketed under the "Petrini" name. The Company
has previously announced an aggressive growth strategy that includes a
consolidation of small and mid-cap companies within the food and animal feed
industries in Europe (and in particular Italy, Germany, France and Spain).
Statements in this press release that are not descriptions of historical facts
are forward-looking statements that are subject to risks and uncertainties. Such
statements, including those regarding among other things, our strategy, future
prospects and results of operations, are dependent on any number of factors,
including market conditions, competition and the availability of financing, many
of which are outside of our control. Actual results could differ materially from
those currently anticipated due to a number of factors, including those set
forth in our Securities and Exchange
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Commission filings under "Risk Factors", including the following risks related
to the Petrini transaction: we are operating a new business; if we do not
successfully sell our computer business, the combined company may be adversely
affected; Vertical Financial Holdings and its affiliates will have substantial
voting power; our strategy of acquiring other companies for growth may not
succeed and may adversely affect our financial condition and results of
operations; we are subject to numerous risks related to foreign operations; and
other risks. In addition, our acquisition negotiations are in various stages and
we have no agreement or arrangements relating to any acquisitions. We are unable
to predict whether or when any of these negotiations will result in any
definitive agreements.
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