UNITED STATES
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 (Date of earliest event reported): December 14, 2000
SYSCOMM INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-22693
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(Commission File Number)
11-2889809
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(IRS Employer Identification No.)
20 Precision Drive, Shirley, N.Y. 11967
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 205-9000
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Item 1. Changes in Control of Registrant
On December 14, 2000, pursuant to the terms of a Stock Purchase
Agreement, as amended, (the "Spielberger Agreement") between the selling
shareholders described below and Applied Digital Solutions, Inc., a Missouri
corporation ("Applied Digital Solutions"), Applied Digital Solutions acquired
approximately 53.5% of the issued and outstanding common shares of SysComm
International Corporation (the "Registrant"), resulting in a change in control
of the Registrant. Shares of the Registrant's common stock were sold by the
following persons and in the following amounts:
Name Number of Shares Held Percent Ownership
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John H. Spielberger 1,920,000 39.9%
Catherine Spielberger 50,000 1.0%
Bearpen Limited Partnership 600,000 12.5%
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Total 2,570,000 53.5%
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Applied Digital Solutions acquired the shares listed above pursuant to
the terms of the Spielberger Agreement for $4.5 million by issuing approximately
1.7 million shares of its common stock valued at approximately $2.75 million to
the selling shareholders listed above and upon payment of an aggregate amount of
cash equal to approximately $1.75 million to the selling shareholders listed
above.
As a condition to the closing of the transactions contemplated by the
Spielberger Agreement, John H. Spielberger, John C. Spielberger, Lee Adams and
Cornelia Eldridge resigned as officers and directors of the Registrant. Garrett
A. Sullivan, David A. Loppert and Anat Ebenstein were appointed to fill the
vacancies on the board of directors created by such resignations, and the
following persons become the officers of the Registrant:
David A. Loppert Chief Executive Officer, Assistant Secretary
and Assistant Treasurer
Anat Ebenstein President, Chief Operating Officer
Michael Krawitz Vice President, Secretary
J. Robert Patterson Vice President, Chief Financial Officer and
Treasurer
Additional information with respect to the terms of the Spielberger
Agreement is set forth in the Spielberger Agreement which is incorporated herein
by reference and attached hereto as Exhibits 2.1 and 2.2.
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Item 2. Acquisition or Disposition of Assets
On December 14, 2000, pursuant to the terms of a Stock Purchase
Agreement, as amended, (the "IPC Agreement"), between the Registrant and Applied
Digital Solutions, Inc., the Registrant acquired fifty-one percent (51%) of the
outstanding shares of common stock of Information Products Center, Inc., a New
Jersey corporation ("IPC"). The purchase price for the shares of IPC was $2.075
million, payable $1.821 million in cash and $0.254 million by promissory note.
On December 15, 2000, pursuant to the Terms of a Stock Purchase
Agreement (the "Second IPC Agreement"), between the Registrant and Applied
Digital Solutions, Inc., the Registrant acquired forty-nine percent (49%) of the
outstanding shares of common stock of Information Products Center, Inc., a New
Jersey corporation ("IPC"). The purchase price for the shares of IPC was
approximately $2.4 million, payable by promissory note.
The assets of IPC to be acquired indirectly in connection with the IPC
Agreement include, without limitation, physical property. For the foreseeable
future, the Registrant intends to utilize such assets in connection with the
operations of the business of IPC.
Additional information with respect to the terms of the IPC Agreement
and the Second IPC Agreement is set forth in the IPC Agreement and the Second
IPC Agreement which are incorporated herein by reference and attached hereto as
Exhibits 2.3, 2.4 and 2.5.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired:
Audited financial statements for IPC as of and for the year ended
September 30, 2000 pursuant to Rule 3.05(b) of Regulation S-X of the
Securities Exchange Act of 1934, will be filed by amendment to this
Form 8-K, as soon as such information is available.
(b) Pro forma financial information
Pro forma financial information, pursuant to Rule 11-01 of Regulation
S-X of the Securities Exchange Act of 1934, will be filed by amendment
to this Form 8-K, as soon as such information is available.
(c) Exhibits.
2.1 Stock Purchase Agreement by and between Applied Digital
Solutions, Inc. and John H. Spielberger, Catherine Spielberger
and Bearpen Limited Partnership, dated November 13, 2000.
2.2 Amendment No. 1 to Stock Purchase Agreement by and between
Applied Digital Solutions, Inc. and John H. Spielberger,
Catherine Spielberger and Bearpen Limited Partnership, dated
December 14, 2000.
2.3 Stock Purchase Agreement by and between SysComm International
Corporation and Applied Digital Solutions, Inc., dated
November 13, 2000.
2.4 Addendum to Stock Purchase Agreement by and between SysComm
SysComm International Corporation and Applied Digital
Solutions, Inc., dated December 14, 2000.
2.5 Stock Purchase Agreement by and between SysComm International
Corporation and Applied Digital Solutions, Inc., dated
December 15, 2000.
99.1 Press Release dated November 14, 2000.
99.2 Press Release dated December 14, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
SYSCOMM INTERNATIONAL
CORPORATION
(REGISTRANT) .
Date: December 22, 2000 By: /S/ DAVID A. LOPPERT
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David A. Loppert
Chief Executive Officer
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