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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: July 30, 1997
ACADEMIC COMPUTER SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
New Jersey 2-31876 22-1848316
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
c/o Unity Venture Capital Associates Ltd.
245 Fifth Avenue, Suite 1500 10016
New York, New York (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 696-4282
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Item 1. Changes in Control of Registrant.
On May 21, 1997, Unity Venture Capital Associates Ltd. ("Unity"), a
private venture capital firm, acquired 454,000 shares of Registrant's issued and
outstanding Common Stock (the "ACS Stock"), representing approximately 50.02% of
Registrant's then issued and outstanding shares of Common Stock, from,
collectively, Milton Fisher, Registrant's President and principal stockholder,
and A.D. Gilhart & Co. Inc. Profit Sharing Pension Plan, an affiliate of Mr.
Fisher.
Unity paid $.70 per share or an aggregate of $317,800 for the ACS
Stock, which funds came from Unity's own cash resources.
Concurrently with Unity's acquisition of the ACS Stock, Mr. Fisher,
together with Herman V. Traub and Joseph Kaminsky, who, collectively, comprised
Registrant's Board of Directors, resigned as directors of Registrant. Messrs.
Fisher and Traub also resigned as President and as Secretary-Treasurer,
respectively, of Registrant.
Lawrence Burstein, Unity's President and principal stockholder, and
Steven Millner assumed the respective offices of Registrant's President and
Secretary-Treasurer upon the resignations of Messrs. Fisher and Traub. Messrs.
Burstein and Millner, together with John Cattier, now comprise Registrant's
Board of Directors.
Mr. Burstein, age 54, has been President of Unity since its inception
in February 1996. For approximately 10 years prior thereto, Mr. Burstein was
the President and a principal stockholder of Trinity Capital Corporation
("Trinity"), a private investment banking concern which ceased operations upon
the formation of Unity. Mr. Burstein is a director of five public companies,
being, respectively, T.HQ Inc., USCI Inc., Brazil Fast Food Corp., CAS Medical
Systems, Inc. (a manufacturer of blood pressure monitors and other medical
products principally for the neo-natal market) and The MNI Group Inc. (a
developer and marketer of specially formulated medical foods and pet products).
Mr. Burstein received an LL.B. from Columbia Law School.
Steven Millner, age 36, is and since 1989 has been a partner of
Dalessio Millner & Leben, certified public accountants. Prior to 1989, Mr.
Millner was employed by BDO Seidman, certified accountants as an audit manager.
Mr. Millner received a BS from Bentley College.
John Cattier, age 65, has been an independent consultant since January
1985. From 1957 to December 1984, Mr. Cattier was associated with White Weld &
Co., investment bankers, serving as a general partner, and with Credit Suisse
White Weld (which subsequently became Credit Suisse First Boston), investment
bankers, in various capacities. Mr. Cattier, who was both a
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director and stockholder of Trinity for at least five years prior to its
cessation of operations, is a director of Pacific Assets Trust PLC, a United
Kingdom investment trust, and Chairman of the Board of Directors of Heptagon
Investments Limited, an investment company. Mr. Cattier received a B.A. from
Yale University.
Registrant's Board of Directors will seek to use Registrant as a
vehicle to effect a merger, exchange of capital stock, asset acquisition or
other similar business combination (a "Business Combination") with an operating
business (a "Target Business") which the Board believes has significant growth
potential. Registrant's efforts in identifying a prospective Target Business
will concentrate upon the following industries: (i) the manufacture of
analytical and controlling equipment, chemicals and allied products, electronic
equipment and medical instrumen-tation; (ii) health services (including HMOs,
laboratories and nursing homes); (iii) environmental services and products; (iv)
engineering and construction; (v) wholesale and retail distribution (including
discount operations) of home furnishings, office supplies, computers and related
products, medical equipment and supplies, apparel and accessories, automotive
parts and supplies and food and beverage products; (vi) internet and other new
media products and services; and (vii) communications and entertainment.
Mr. Burstein has been President and a principal stockholder of eight
"blank check" companies (i.e., a company that has no specific business plan or
has indicated that its business plan is to engage in a merger or acquisition
with an unidentified company), all but one of which as of the date hereof has
both publicly sold its equity securities to finance a Business Combination with
a Target Business (an "IPO") and subsequently consummated a Business
Combination. Certain information with respect to each such "blank check"
company, IPO and Business Combination is set forth below:
<TABLE>
<CAPTION>
Approximate
Percentage
Date of IPO and Date of of Target
Name of "Blank Check" Approximately Net Business Business Trading Market
Company Proceeds Combination Name and Nature of Target Business Acquired (Ticker Symbol)
- --------------------- ----------------- ----------- -------------------------------------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
RT Associates Inc. April 1987-- March 1988 Bloc Development Corp.--Software development 48% NYSE (GML)(1)
$2,250,000
RT Acquisition September 1988-- April 1990 Polyvision Corporation--Manufacture and sale 20% AMEX (PLI)
Associates Inc. $1,525,000 of vision projection systems, architectural
building panels, modular partitions and
office products
Trinity Acquisition Corp. August 1990-- August 1991 T-HQ Inc.--Design and marketing of Nintendo 50% Nasdaq SmallCap
$2,250,000 SEGA games Market
(TOYH)
Trinity Capital Enterprise September 1991-- August 1993 SubMicron Systems Corporation--Semi-conductor 37% Nasdaq National
Corp. $9,000,000 capital equipment manufacturer Market
(SUBM)
Trinity Capital May 1992-- November 1993 Alliance Entertainment Corp.--Distribution of 20% NYSE (CDS)(2)
Opportunity Corp. $21,750,000 pre-recorded music, accessories and
entertainment related products
Trinity Six Inc. August 1993-- May 1995 USCI Inc.--Centralized automated computer-based 48% Nasdaq National
$9,000,000 cellular telephone activation systems Market
(USCM)
Trinity Americas Inc. February 1994-- March 1996 Brazil Fast Food Corp.--Owner and operator of 43% Nasdaq SmallCap
$9,000,000 hamburger fast food restaurants in Brazil Market
(BOBS)
Unity First Acquisition November 1996-- ____________ Target Business not as yet identified __% _______________
Corp. $7,500,000
</TABLE>
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_________________
(1) Bloc Development Corp. was acquired by Global Direct Mail Corp., now known
as Tiger Direct Inc. ("Tiger Direct"), in 1995. On November 30, 1995,
Tiger Direct ceased to be a reporting company under the Securities Exchange
Act of 1934, as amended.
(2) Alliance Entertainment Corp. initiated a voluntary reorganization
proceeding under Chapter 11 of the Federal Bankruptcy Code in July 1997.
There can be no assurances that Registrant will be able to locate a
suitable Target Business, to effect a Business Combina-tion, or to secure
additional financing if required to effect a Business Combination. Further,
there can be no assurance that the type of business or the performance of a
Target Business subsequent to the consummation, if any, of a Business
Combination will be similar to that of these other "blank check" companies.
Item 7. Financial Statements and Exhibits.
1. Financial Statements.
Inapplicable.
2. Pro Forma Financial Information.
Inapplicable.
3. Exhibits.
99.1 Stock Purchase Agreement dated May 21, 1997 among Unity
Venture Capital Associates Ltd., Milton Fisher and A.D.
Gilhart & Co. Inc. Profit Sharing Pension Plan
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SIGNATURES
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.
Dated: July 30, 1997 ACADEMIC COMPUTER SYSTEMS INC.
(Registrant)
By: /s/Lawrence Burstein
Lawrence Burstein
President
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EXHIBIT 99.1
STOCK PURCHASE AGREEMENT dated May 21, 1997
among UNITY VENTURE CAPITAL ASSOCIATES LTD., a New
York corpora-tion ("Buyer"), MILTON FISHER
("Fisher"), A. D. GILHART & CO. INC. PROFIT
SHARING PENSION PLAN ("Pension Plan" and
collectively with Fisher, the "Sellers").
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The Sellers desire to sell 454,000 shares of common stock, par value $.05
per share (the "Shares"), of Academic Computer Systems, Inc., a New Jersey
corporation (the "Company").
The Buyer desires to purchase the Shares.
NOW THEREFORE, the parties hereby represent, warrant and agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 TRANSACTION. On the basis of the representations and warranties
herein set forth, the Sellers, collectively, hereby sell to Buyer, and Buyer (or
its designee) hereby purchases from the Sellers an aggregate of 454,000 Shares,
free and clear of all liens, pledges, encumbrances, charges and claims thereon.
Certificates evidencing the Shares are being delivered to Buyer,
contemporaneously herewith, either duly endorsed in blank or accompanied by
appropriate stock powers endorsed in blank, with a medallion guaranty of
authenticity of signatures by either a commercial bank or a member firm of The
New York Stock Exchange, Inc. (collectively, the "Instrument of Assignment") at
the office of Buyer's counsel in New York.
1.2 PURCHASE PRICE. The purchase price being paid by Buyer for the Shares
purchased hereunder is $0.70 per Share (inclusive of a commission of 10% to be
paid directly by Buyer to A.D. Gilhart & Co., Inc. ("Gilhart")), payable by
check to the respective Sellers, and to Gilhart.
1.3 RESIGNATION OF DIRECTORS. Concurrently herewith, the Sellers are
delivering to Buyer the resignations of each member of the Board of Directors of
the Company.
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1.4 DELIVERY OF MINUTE BOOKS, RECORDS, ETC. Concurrently herewith,
Sellers are to deliver to Buyer all minute books and other corporate records of
the Company and instructions to the banks at which the Company maintains
accounts appointing designees of Buyer as sole authorized signatories.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller, with respect to himself or itself, the Shares being sold by
him or it hereunder and the Company, represents and warrants to Buyer as
follows, with the understanding that Buyer is relying materially upon such
representations and warranties:
2.1 AUTHORITY. Each Seller has the capacity to enter into this Agreement
and carry out his or its obligations hereunder. The entrance into and
performance of this Agreement has been duly authorized by the Pension Plan.
This Agreement and the Instrument of Assignment signed by each Seller each
constitute the legal, valid and binding obligation of such Seller enforceable in
accordance with its terms. Delivery of the certificates evidencing the Shares
being sold by each Seller to Buyer transfers to Buyer good title to such Shares,
free and clear of all liens, charges, encumbrances and claims.
2.2 ABSENCE OF APPROVALS. No approval or consent or filing with any
governmental agency or authority is required on the part of either Seller to
enter into this Agreement and carry out his or its obligations hereunder.
2.3 ABSENCE OF BREACH. The execution, delivery and performance of this
Agreement and the sale of the Shares to Buyer will not violate, conflict with or
result in the breach of the terms of any contract, undertaking, agreement or
instrument to which either Seller is a party or by which he or it or his or its
property is bound or any law, rule or regulation applicable to such Seller.
2.4 ABSENCE OF LITIGATION. To the Knowledge (as hereinafter defined) of
each Seller, there is no claim, action, proceeding, or investigation pending or
threatened against or affecting the Company or its properties or assets before
or by any court, arbitrator or governmental agency or authority where a result
adverse to the Company would have a material adverse effect on the Company's
properties, assets or financial condition. To the Knowledge of each Seller,
there are no decrees, injunctions or orders of any court, governmental
department, agency or arbitration outstanding against the Company or its
properties, assets or business.
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2.5 ACCURACY OF FILINGS. To the Knowledge of each Seller, the Annual
Report on Form 10-K for the Company's fiscal year ended September 30, 1996 and
all Quarterly Reports on Form 10-Q for subsequent fiscal periods of the Company
filed by the Company with the Securities and Exchange Commission do not contain
any untrue statement of material fact, or fail to state any material fact
required to be stated therein or necessary to make the statements made therein
not materially misleading (excluding from the scope hereof, any conclusion as to
the status of the Company under the Investment Company Act of 1940, as amended,
and the consequences thereof).
ARTICLE III
MISCELLANEOUS
3.1 BROKERS. Sellers and Buyer represent to each other that, except for
Gilhart which shall be compensated by Buyer as set forth in Section 1.2 hereof,
there is no broker, finder or other person entitled to a commission or other fee
on account of the transactions contemplated hereby.
3.2 INDEMNIFICATION. Each Seller, severally and not jointly, shall
indemnify, defend, and hold Buyer harmless from and against any and all losses,
costs, liabilities, damages and expenses (including reasonable legal and other
expenses incident thereto) of every kind, nature and description (collectively,
"Losses"), that result from or arise out of the (i) lack of genuineness of any
certificate or certificates evidencing the Shares being delivered by such Seller
to Buyer; (ii) the breach of any representation or warranty of such Seller set
forth in this Agreement; and (iii) the breach of any undertaking of such Seller
contained in this Agreement.
3.3 FURTHER ASSURANCES. Each Seller and Buyer will comply with any and
all requirements imposed by applicable federal law or state law which are
necessary to authorize and validate the sale, transfer and assignment of the
Shares to Buyer.
3.4 NOTICES. All notices, requests, demands, or other communications with
respect to this Agreement shall be in writing and shall be personally delivered
by an overnight courier service, charges prepaid, by postage prepaid mail or by
facsimile transmission to the following addresses (or such other addresses as
the parties may specify from time to time in accordance with this Section):
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(a) To Sellers:
c/o Milton Fisher
2 West 45th Street
New York, New York 10003
(b) To Buyer:
Unity Venture Capital Associates Ltd.
245 Fifth Avenue - Suite 1502
New York, NY 10016
Attn: President
With a copy to:
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
Attn: Ira I. Roxland, Esq.
Any such notice shall, when sent in accordance with the preceding sentence, be
deemed to have been given and received on the earliest of (i) the day delivered
to such address or sent by facsimile transmission, (ii) the fifth business day
following the date deposited with the United States Postal Service, or (iii)
twenty-four hours after shipment by such courier service.
3.5 CONSTRUCTION. This Agreement shall be construed and enforced in
accordance with the internal laws of the State of New York without giving
effect to the principles of conflicts of law thereof.
3.6 ADDITIONAL DEFINED TERM. The term "knowledge" as used in this
Agreement with respect to a party's awareness of the presence or absence of a
fact, event or condition shall mean actual knowledge.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
UNITY VENTURE CAPITAL ASSOCIATES LTD.
By: /s/Lawrence Burstein
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Name: Lawrence Burstein
Title: President
/s/Milton Fisher
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MILTON FISHER
A. D. GILHART & CO. INC. PROFIT
SHARING PENSION PLAN
By: /s/Milton Fisher
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Name: Milton Fisher
Title: President
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