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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported) December 8, 1999
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GLOBAL DATATEL, INC.
(Exact name of Registrant as specified in its charter)
Nevada 000-26817 87-0067813
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification Number)
Incorporation)
3333 Congress Avenue, Suite 404, Delray Beach, Florida 33445
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(Address of principal executive offices)(Zip Code)
(561) 276-8260
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Registrant's telephone number, including area code)
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Item 5. Other Events
Effective December 8, 1999, the registrant, Global DataTel, Inc., a Nevada
corporation ("Global") executed an Asset Purchase Agreement (the "Asset Purchase
Agreement") by and among Global, Surge Components, Inc. ("Surge"), a New York
corporation, and GDIS Acquisition Corp., a Delaware corporation ("Acquisition
Sub"), and a wholly-owned subsidiary of Surge. The Asset Purchase Agreement
replaces in its entirety a Merger Agreement and Plan of Reorganization entered
into between the parties on October 8, 1999 which would have merged the two
companies. Pursuant to the terms of the Asset Purchase Agreement, Surge, through
Acquisition Sub, will acquire (the "Acquisition"), all of the assets of Global,
and issue a "tracking-stock" covering the Registrant portion of the combined
businesses. The shareholders of Global will be asked to approve the Acquisition
in an upcoming special meeting of Shareholders called for such purpose.
Terms of the Acquisition
Upon completion of the acquisition, which is conditioned upon approval of
the sale by Global's shareholders, approval by Surge's shareholders of the
acquisition, related changes to Surge's corporate charter to authorize the
common stock to be issued to Global shareholders as well as a name change for
Surge, effectiveness of a registration/proxy statement to be filed by Surge with
the Securities and Exchange Commission, receipt of satisfactory updated
financial statements, approval by the NASDAQ Small Cap Market (or Amex) of the
listing of the shares to be received by Global shareholders, and satisfactory
conclusion of due diligence, Global shareholders will receive one share of Surge
Class B Common Stock for one share of Global common stock. This Class B Common
Stock will be a newly-issued tracking stock that will reflect Global's assets
and operation, which will continue under a newly-formed subsidiary of Surge.
Surge has issued 239,000 shares of Surge Series A Redeemable Convertible
Preferred Stock that are currently being held in escrow pending the satisfaction
of the required approvals and conditions. Following approval by Surge and Global
stockholders, each share of preferred stock will convert into and shall vote on
a converted basis of 100 shares of Surge Class B Common stock. The rights of a
Surge Class B Common Stock holder will be the same as those of existing Surge
common stock holders.
The current Surge common stock, which trades on NASDAQ under the symbol
SRGE, will continue to trade, but it will be redesignated Surge Class A Common
Stock. Those shareholders will have the right, at their sole discretion, to
exchange two shares of their Class A Common Stock for one share of the Class B
Common Stock. Both classes of stock are
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expected to trade publicly. In addition, Surge has issued and outstanding Class
A Common Stock Warrants, which trade under the symbol SRGEW. Following
shareholder approval and NASDAQ listing of the Class B Common Stock, the Surge
Class A Common Stock Warrants shall be redesignated Class B Common Stock
Warrants. The redesignated warrants will allow holders the right to purchase
one share of Class B Common Stock at an exercise price of $5 per share,
callable when the Class B Common Stock trades at or above $7 per share and
expiring on July 31, 2003.
The Convertible Promissory Note (the "Note") issued to Surge reflecting
a $1,000,000 loan (the "Loan") made as of October 8, 1999 to Registrant remains
outstanding.
Item 7. Financial Statements.
Financial Statements for this report will be filed upon completion of
the transaction.
(c) Exhibits: Registrant hereby incorporates by reference the following
exhibits from the Form 8-K filed by Surge Components,
Inc., on December 17, 1999, SEC File No. 001-14188.
Exhibit
Number Description
3.1 Asset Purchase Agreement and Plan of Reorganization, dated October 8,
1999, by and among Global DataTel, Inc., Global DataTel Acquisition
Corporation and Surge Components, Inc. (Incorporated by reference from
Exhibit 3.1 to Registrant's Current Report on Form 8-K, Date of Event,
October 8, 1999).
3.2 Asset Purchase Agreement, dated December 8, 1999, by and among Surge
Components, Inc., GDIS Acquisition Corp., as Buyer and Global DataTel,
Inc.
99.1 Subordinated Convertible Promissory Note in the Principal Amount of
$1,000,000.00 issued by Global DataTel, Inc. (Incorporated by reference
from Exhibit 99.1 to Surge's Current Report on Form 8-K, Date of Event,
October 8, 1999).
99.2 Pledge Agreement, dated October 8, 1999, by and among Richard Baker,
Global DataTel, Inc., and Surge Components, Inc. (Incorporated by
reference from Exhibit 99.2 to Surge's Current Report on Form 8-K, Date
of Event October 8, 1999).
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99.3 Security Agreement, dated December 1, 1999, by and among Surge
Components, Inc., GDIS Acquisition Corp., as Buyer and Global DataTel,
Inc.
SIGNATURES
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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.
GLOBAL DATATEL, INC.
Registrant
DATED: January 7, 2000 By: /s/ Richard Baker
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Richard Baker, President and
Chief Executive Officer
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