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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
June 7, 2000
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AZTEC TECHNOLOGY PARTNERS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-24417 04-3408450
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(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
50 Braintree Hill Office Park, Suite 220, Braintree, MA 02184
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (781) 849-1702
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N/A
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 7, 2000, Aztec Technology Partners, Inc. ("Aztec" or the
"Company") sold its equity interests in Compel LLC, Fortran Corp., and Mahon
Communications Corporation (together, the "Voice and Data Subsidiaries") to CMF
Holdings, Inc., a wholly-owned subsidiary of Morgenthaler Partners VI, L.P.,
pursuant to a Stock Purchase and Sale Agreement dated as of May 14, 2000 and
amended as of June 7, 2000 (the "Purchase Agreement"). The Voice and Data
Subsidiaries were each wholly-owned subsidiaries of the Company.
As consideration, Aztec received gross proceeds payable in cash in
the amount of $34,500,000, of which $2,000,000 will be held in escrow,
$1,250,000 to be distributed on August 14, 2000, and the remainder to be
distributed on November 30, 2001; provided that the conditions for
disbursement in the escrow agreement have been satisfied. The purchase price
is subject to adjustment upon completion of the Voice and Data Subsidiaries'
combined closing balance sheet within 45 days after the closing date (June 7,
2000), as described in the Purchase Agreement. Aztec used $30,000,000 of the
proceeds from the sale to reduce its long-term debt.
The terms and conditions of the Purchase Agreement were determined on
the basis of arms-length negotiations. Prior to the execution of the Purchase
Agreement, neither Aztec nor any of its affiliates had any material relationship
with CMF Holdings, Inc. or Morgenthaler Partners VI, L.P.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
The following financial information for the Company and the Voice
and Data Subsidiaries as specified in Article 11 of Regulation S-X
is incorporated herein under the caption "Unaudited Pro Forma
Condensed Consolidated Financial Information" as Exhibit 99.1.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 2000.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the three months ended March 31, 2000.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the year ended December 31, 1999.
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(c) EXHIBITS.
The following exhibits are filed herewith:
Exhibit 2.1 Stock Purchase and Sale Agreement, dated as of
May 14, 2000, by and among Aztec Technology Partners,
Inc., Compel LLC, Fortran Corp., Mahon Communications
Corporation, Morgenthaler Partners VI, L.P., and CMF
Holdings, Inc.
Exhibit 2.2 First Amendment to the Stock Purchase and Sale
Agreement, dated as of June 7, 2000, by and among
Aztec Technology Partners, Inc., Compel LLC, Fortran
Corp., Mahon Communications Corporation, Morgenthaler
Partners VI, L.P., and CMF Holdings, Inc.
Exhibit 99.1 The following Unaudited Pro Forma Condensed
Consolidated Financial Statements of the Company and
the Voice and Data Subsidiaries:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 2000.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the three months ended March 31, 2000.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the year ended December 31, 1999.
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 thereunto duly authorized.
AZTEC TECHNOLOGY PARTNERS, INC.
By: /s/ Ross J. Weintraub
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Ross J. Weintraub
Vice President Finance and Chief Financial Officer
Date: June 21, 2000
