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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 Act of 1934
Date of Report (Date of earliest event reported) June 30, 1998
ACCESS Corporation
_________________________________________________________________
(Exact name of registrant as specified in its charter)
Ohio 2-33108 31-0673364
_________________________________________________________________
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
4350 Glendale-Milford Road, Suite 250, Cincinnati, Ohio 45242
_________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 786-8350
______________
_________________________________________________________________
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
____________________________________
On June 30, 1998, at a Special Meeting of Shareholders,
Registrant's shareholders approved its Plan of Complete
Liquidation and Dissolution. Pursuant to such Plan, on June 30,
1998:
(a) Registrant sold all of the assets of its Hardware
Service Division to Scan-Optics, Inc. for a purchase price of
approximately $3.3 million in cash.
(b) Registrant sold its remaining operating assets and
business, including those of its EDMS Division, to ACCESS Systems
LLC ("Systems") in exchange for the assumption of certain of
Registrant's liabilities and contingent payments based on the
future net profit before taxes of Systems.
Systems is an Ohio limited liability company formed to
acquire Registrant's EDMS Division. All of the equity interests
in Systems are owned by certain directors and executive officers
of Registrant.
The purchase prices for Registrant's assets were determined
by negotiations with the purchasers.
For more information relating to these transactions,
reference is made to Registrant's Proxy Statement dated June 9,
1998, which was filed as an exhibit to Registrant's Current
Report on Form 8-K dated June 8, 1998.
Item 7. Financial Statements and Exhibits.
__________________________________
1. Registrant's Proxy Statement dated June 9, 1998 for the
Special Meeting of Shareholders to be held on June 30, 1998
(incorporated by reference from Registrant's Current Report on
Form 8-K dated June 8, 1998).
2. Registrant's press release dated June 30, 1998.
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 hereunto duly authorized.
ACCESS Corporation
______________________________
(Registrant)
Date: July 14, 1998 By /s/ Newton D. Baker
_________________________
(Signature)
Name: Newton D. Baker
________________________
Title: Executive Vice President
________________________
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FOR IMMEDIATE RELEASE - June 30, 1998
ACCESS CORPORATION EDMS DIVISION BECOMES
ACCESS SYSTEMS LLC
Cincinnati, Ohio.
ACCESS Corporation announced today that it has completed the sale
of its EDMS division to Access Systems LLC and its Hardware
Services division to Scan-Optics, Inc. following shareholder
approval at a special meeting of the shareholders held on
June 30, 1998. At that meeting, the shareholders also approved
the dissolution of Access Corporation, and the distribution of
the proceeds of the sale to the shareholders.
Scan-Optics, Inc. (NASDAQ National Market; SOCR) is a leader in
high performance document imaging systems, information management
solutions and related services with headquarters in Manchester
Connecticut. Scan-Optics purchased the assets of Access
Corporation's Hardware Service division for an approximate
purchase price of $3.3 million. Scan-Optics is combining its
hardware maintenance division with that of Access Corporation's
to form a separate operation called "Access Services", which will
be exclusively focused on the Third Party Hardware Maintenance
market place.
ACCESS Systems LLC, a new company, is focussed exclusively on
Document Management and Workflow solutions, continuing the
successful growth of Access Corporation's Electronic Document
Management Solutions (EDMS) business unit. Access Systems plans
to employ all of the previous employees of the EDMS business unit
of ACCESS Corporation, including Access Corporation's President
and CEO, Scott Watkins, Executive Vice President, Tony Baker and
the Vice President of Sales, Marc Baines. Access Systems will
continue to provide the industry leading Cimage Document Manager
and Staffware workflow products.
This move further solidifies the commitment that Access' EDMS
business unit has been making to specific industry solutions for
Document Management. Access has been the exclusive North
American reseller for the Cimage Document Manager products for
almost three years, and has been focused on plant based document
management solutions, using Cimage and the industry leading
workflow software, Staffware during that time. The industry
expertise gained by providing business solutions for the Utility,
Oil & Gas, and Manufacturing plant environments has gained Access
a solid reputation as the leading solution provider for plant
applications in these industries.
According to Scott D. Watkins, President and CEO of Access
Corporation, "This transaction will result in better quality
service for both our Hardware Maintenance and EDMS customers. As
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our Hardware Services and EDMS businesses have been evolving over
the past 3 years, they present different challenges to growth,
due to their different business operations. The sale of the
Hardware Maintenance division to Scan Optics can provide even
better coverage for our existing hardware maintenance customers,
while the sale of our EDMS division to Access Systems will
provide more focus and resources for that customer base."
"In addition, industry analysts agree that success in the
Integrated Document Management market comes through both industry
and product focus. Many of our EDMS and Workflow competitors
have had great difficulty in trying to provide solutions to a
broad range of industries. Access Systems' focus on solutions
for our specific industries continues our success in providing
the best return on investment on plant based EDMS solutions",
Mr. Watkins continued.
"Our move to focus the new company exclusively on EDMS solutions
is key to providing the best service for our customers",
Mr. Marc D. Baines, Vice President of Sales said. "We have been
evolving from a value added software reseller, to much more of a
system integrator role. Our customers are now deploying our
Cimage and Staffware solutions in both mission critical, and
enterprise-wide solutions. These types of deployments require
integration expertise with the key line-of-business systems
associated with our chosen industries. This integration work
demands a broader level of resources which we are now even better
positioned to expand on. It is this integration with industry
specific, line-of-business systems, that allows Access Systems to
provide a complete business solution, rather than simply
products", Mr. Baines said.
About Access Systems LLC
________________________
Access Systems LLC is an Ohio based company that provides
Electronic Document Management and Workflow solutions to the
Utilities, Oil & Gas and Manufacturing plant operations. Access
Systems provides solutions using the Cimage and Staffware
products to the regulatory requirements, document management,
document change and document distribution challenges, faced by
many companies today.
Access Systems supplies products for use on Sun Solaris, HP-UX,
IBM AIX, Microsoft Windows, Windows 95 and Windows NT and
Intranet/Internet environments.
For additional information about Access Systems products and
services, contact Access Systems at (800) 736-1234, or write them
at Access Systems, 4350 Glendale-Milford Road, Cincinnati, OH
45242.
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Press Contacts:
Access Corporation Access Systems LLC:
__________________ __________________
Scott D. Watkins Marc D. Baines
President & CEO Vice President, Sales
4350 Glendale-Milford Rd. 100 Pacifica, Suite 400
Suite 250 Irvine, CA
Cincinnati, OH 45242 (714) 753-0295
(513) 786-8350 [email protected]
_________________
Scott D. Watkins
Chairman, CEO & President
4350 Glendale-Milford Rd.
Suite 250
Cincinnati, OH 45242
(513) 786-8350
[email protected]
__________________
Mike Burzynski
Marketing
Communications
(714) 855-9815
[email protected]
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