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 (date of earliest event reported):
June 26, 1998
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DATAPOINT CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-7636 74-1605174
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(Commission File No.) (I.R.S. Employer
(Identification No.)
4 rue d'Aguesseau 75008, Paris, France
8410 Datapoint Drive, San Antonio, Texas 78229-85000
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(Address of Principal Executive Offices) (Zip Code)
(33-1) 40 07 37 37
(210) 593-7000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On June 29, 1998, Datapoint Corporation ("Datapoint" or the "Company")
announced that it executed a letter of intent on June 26, 1998 to acquire
Dimensional Media Associates, Inc. ("DMA"), a privately held New York based
company that designs, develops, manufactures and distributes systems
incorporating a new technology called High Definition Volumetric Display. The
transaction is valued at approximately $19 million.
Under the terms of the agreement, DMA shareholders will receive 5.7
million shares of the common stock, par value $.25 per share, of the Company
("Datapoint Common Stock"), plus warrants to purchase up to an additional 5.7
million shares of newly-issued Datapoint Common Stock at an exercise price of
$2.00 per share. The warrants are exercisable at any time at the holder's option
for a five-year period through 2003.
This transaction is subject to the entering into of a definitive purchase
agreement by DMA and the Company, the satisfactory completion by the Company of
its due diligence and the approval of Datapoint shareholders. It is anticipated
that the transaction will close by early October.
Item 7. Financial Statements, Proforma Financial Information and Exhibits.
(a) None.
(b) None.
(c) Exhibits.
99.1. Press Release, dated June 29, 1998.
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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 hereunto duly authorized.
Dated: June 29, 1998
DATAPOINT CORPORATION
(Registrant)
By: /s/ Asher B. Edelman
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Asher B. Edelman
Chairman of the Board
Contact: Blake Thomas
President & Chief Operating Officer
Datapoint Corporation
International Headquarters, Paris, France
33-1-4007-3701
Sharon Riggs
Investor Relations
Datapoint Corporation
U.S. Headquarters, San Antonio, Texas
210-593-7901
DATAPOINT TO ACQUIRE DIMENSIONAL MEDIA ASSOCIATES.
PIONEER IN 3-D OPTICAL TECHNOLOGY
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Datapoint Gains Strategic Position in U.S. Market
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Acquisition Accretive to Datapoint
SAN ANTONIO, TX - (June 29, 1998) -- Datapoint Corp. (NYSE: DPT), a leader
in communication technology, today announced it has entered into a letter of
intent to acquire Dimensional Media Associates (DMA), a pioneer in the
development and commercial application of 3-D optical technology, in a
transaction valued at approximately $19 million. DMA is a privately-held
company.
Under the terms of the agreement, DMA's current owners will receive 5.7
million shares of Datapoint Common Stock, plus Warrants to purchase up to an
additional 5.7 million shares of newly-issued Datapoint Common Stock, at an
exercise price of $2.00 per share. The Warrants are exercisable at any time at
the holder's option for a five-year period through 2003.
Blake Thomas, President and Chief Operating officer of Datapoint Corp.,
said: "Datapoint's acquisition of DMA and its groundbreaking 3-D optical
technology marks a new and exciting chapter in Datapoint's 30 year history. It
provides Datapoint not only with immediate and significant revenue generation,
but an important new toehold in the U.S. market."
Mr. Thomas added: "We see enormous opportunities for DMA's unrivaled
technology around the world and across industry sectors. DMA's 3-D imagery and
graphics have already proven to be an indispensable tool for retailers at points
of purchase. As the technology continues to develop, we see limitless potential
for applying it in such diverse fields as science, medicine, advertising,
entertainment and education."
DMA, based in New York, designs, develops, manufactures and distributes
systems incorporating an innovative optical technology called High Definition
Volumetric Display, or
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HDVD(R). HDVD(R) produces a free-floating, 3-D image that can be seen by the
naked eye without special glasses or other visual aids. The full-color,
full-motion images appear suspended in space and can be real-time or stored, and
are derived from real objects, computers, CD's, laser discs, DVD or video-game
equipment.
Companies which have purchased DMA's products and licensed technology for
the U.S. market include BMW, Reebok International, Pepsi-Cola, Philip Morris and
Sears. H. Stern of Brazil, Marubeni of Japan and Bass Brewers of Britain are
among DMA's international clients. Additionally, DMA has received multiple
grants from the Pentagon's Defense Advanced Research Project Agency (DARPA) for
research in surgical simulation and telepresence medicine. DMA's HDVD(R)
technology was the recipient of the prestigious Discover Magazine Technology
Award for Innovation in Sight in 1996.
Robert D. Summer, President of DMA, said: "We look forward to capitalizing
on Datapoint's sales and marketing strengths, as well as its superior research
and development capabilities. Our relationship with Datapoint will enable us to
provide efficient and seamless multiple-point delivery of our technology by
piggybacking on Datapoint's network and delivery systems. In addition, we see
enormous opportunities to extend our markets by leveraging Datapoint's extensive
European subsidiary network and client base."
Susan Kasen Summer, founder of DMA, said: "Datapoint provides DMA with the
structure and technical support we need to realize full commercial benefit from
the patent portfolio we've assembled since DMA's inception in 1994." DMA holds
the rights to eight U.S. patents and two foreign patents covering optic systems
that enable the projection of 3-D data.
The acquisition will be immediately accretive to Datapoint, the Company
said, boosting Datapoint's revenues by approximately $15 million in fiscal 1999.
Datapoint's Thomas said: "Today's announcement heralds a strategic shift
for Datapoint. Having emerged from a successful restructuring process, during
which we were able to stabilize costs while growing operating income, we can
focus on pursuing growth opportunities which, like DMA, will complement
Datapoint's infrastructure and product set while expanding our revenue base."
Earlier this month, Datapoint reported its fifth consecutive quarter of
positive operating income, posting revenues of $36.1 million and operating
income of $1.4 million for the period ending April 26, 1998. For the nine months
ending May 2, 1998, the company reported revenues of $111.6 million, a more than
6% increase over the same period a year earlier. For the fiscal year ending July
31, 1998, the Company expects to double the operating income it reported in the
previous fiscal year.
The transaction is subject to customary regulatory approvals and the
approval of Datapoint shareholders. It is anticipated the transaction will close
by early October.
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With its U.S. headquarters in San Antonio, TX, and international
headquarters in Paris, France, Datapoint specializes in the design, integration,
and maintenance of data, voice, and video communication solutions and markets
its products and services in 40 countries worldwide. The company is known for
its superior R&D and as an inventor of many noteworthy technologies, including
the Local Area Network (LAN), distributed video conferencing and multi-speed
networking. Datapoint's World Wide Web site is located at www.datapoint.com,
which includes a link to DMA's site, [email protected].
This press release contains forward-looking statements that involve
uncertainties, including, but not limited to, risks and uncertainties related to
foreign currency translations, the competitive environment and other risks.
Future trends and results may differ materially from disclosures contained in
this release.
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