SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT ( DATE OF EARLIEST EVENT REPORTED) MAY 6, 1997
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER--WILTEK INC.
STATE OF INCORPORATION- CONNECTICUT
COMMISSION FILE NUMBER- 0-2401
IRS EMPLOYER IDENT. NO.- 06-0625999
ADDRESS- 542 WESTPORT AVE.,
NORWALK, CT. 06851
TELEPHONE NUMBER- 203-853-7400
Wiltek, Inc., today announced that it has entered into a letter of
intent with SplinterCom, Inc., a private company, providing for a
business combination between a newly formed subsidiary of Wiltek and
SplinterCom. The transaction contemplates that Wiltek would acquire
SplinterCom's assets, along with $3.5 million in cash that
SplinterCom will have raised in a private financing from a small
group of institutional investors, in exchange for 3.5 million shares
of Wiltek Common Stock. SplinterCom has also entered into a separate
letter of intent to acquire 796,950 shares of Wiltek from certain
directors at a purchase price of $0.85 per share.
The business combination, financing and stock purchase would
occur simultaneously and each would be subject to the closing of the
other elements of the transaction. The transaction is subject to the
execution of definitive agreements, the completion of the financing
and other customary conditions. It is expected that, upon completion
of the transaction, designees of SplinterCom would constitute a
majority of Wiltek's board of directors. David Teitelman, Wiltek's
president, will continue in that role and join Wiltek's board of
directors. Graeme MacLetchie will continue as a director and will
retain his Wiltek shares.
SplinterCom is a developmental stage company led by James
Ackerly. It is the first spin off of the Internet Splinter Group,
11c of Rowayton, CT, an association of technology professionals
organized to develop and promote promising technologies. The
SplinterCom business plan is in the area of voice recognition and
Computer Telephony Integration.
Wiltek provides electronic messaging, enhanced directory
synchronization, fax transport and consulting services to corporate
accounts worldwide. Wiltek performs all design required for the
implementation and operation of its worldwide message and data
communication services. Those services enable Wiltek's customers to
communicate seamlessly with electronic mail among all intra- and
inter-company messaging systems both private and public.
Wiltek's principal offices are located at 542 Westport
Avenue, Norwalk, CT. Wiltek (UK) Ltd. is a wholly owned subsidiary
which was organized in England in 1983, to provide Wiltek services to
international users. Wiltek (UK) Ltd. is located at 2 Apple Walk,
Swindon, England.
