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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 1999
IMAGEMAX, INC.
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(Exact name of issuer as specified in charter)
PENNSYLVANIA 000-23077 23-2865585
(State or Other Jurisdiction Commission (I.R.S. Employer
of Incorporation or file number Identification
Organization) Number)
1100 East Hector Street, Suite 396, Conshohocken, PA 19428
(Address of principal executive offices)
(610) 832-2111
(Registrant's telephone number, including area code)
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Item 5. Other Events
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On March 12, 1999, ImageMax Inc. and Pierce Leahy Corp. announced that they
signed a letter of intent to form a strategic partnership. Under the strategic
partnership arrangement, Pierce Leahy will purchase 3,144,000 shares of a new
series of ImageMax preferred stock at $2.50 per share (for an aggregate purchase
price of $7.9 million). Each share of preferred stock is convertible into one
share of common stock and carries no dividend or liquidation preference. Pierce
Leahy will also receive two warrants that may be exercised over the next four
and five years, respectively, to purchase from ImageMax 1,719,000 shares and
1,861,000 additional shares of preferred stock at $4.00 and $5.00 per share,
respectively.
Pierce Leahy will have the right to elect a majority of the ImageMax Board
of Directors, subject to certain conditions. In the event that ImageMax
contemplates entering into any transaction involving a merger, consolidation,
other business combination or similar transaction, or the sale, disposal or
exchange of all or a substantial portion of the assets or capital stock of
ImageMax, Pierce Leahy will have a right of first refusal to enter into
substantially the same transaction; such right will last for so long as Pierce
Leahy has the right to designate any of the ImageMax Board of Directors. Pierce
Leahy will provide certain management and administrative services to ImageMax.
The consummation of the strategic partnership is subject to due diligence,
the negotiation of a definitive purchase agreement, regulatory approval,
approval of the Board of Directors of both companies and consents of lenders of
both companies and other customary conditions. Although the companies are
seeking to complete their agreement by April 30, 1999, there can be no assurance
as to when such agreement will be completed or whether such agreement will be
completed at all. ImageMax has agreed to reimburse Pierce Leahy for its expenses
in connection with the proposed transaction if a definitive agreement is not
executed under certain circumstances.
Statements in this Form 8-K which are not historical fact, such as the
anticipation regarding the completion of the strategic partnership, are
forward-looking statements that involve risk and uncertainty, including those
set forth in "Business-Risk Factors" in ImageMax's 1997 Annual Report on Form
10-K and other ImageMax filings with the Securities and Exchange Commission,
risks associated with the results of the continuing operations of ImageMax and
the lack of assurance that the strategic partnership agreement will be
successfully negotiated and executed.
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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.
IMAGEMAX, INC.
Date: March 12, 1999 By: /s/ Andrew Bacas
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Andrew Bacas
Chief Executive Officer
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