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) December 18, 2000
Dynacore Holdings Corporation
(formerly Datapoint Corporation)
(Exact name of registrant as specified in its charter)
Delaware 001-07636 74-1605174
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
8410 Datapoint Drive, San Antonio, Texas 78229-8500
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 210-593-7000
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Item 5.Other Events
The Amended Plan of Reorganization under Chapter 11 of the
United States Bankruptcy Code (the "Plan") proposed by Dynacore Holdings
Corporation (the "Company") was declared effective on December 18, 2000 (the
"Effective Date"). The Plan was filed as Exhibit 99.1 to the Corporation's Form
8-K which was filed with the Securities and Exchange Commission on December 8,
2000, and is incorporated herein by reference. The Press Release of the Company
dated December 19, 2000, is annexed hereto as Exhibit 99.1 and incorporated by
reference.
Pursuant to the Plan, all existing common stock and
exchangeable preferred stock of the Company and those liabilities subject to
compromise, as described in the Plan, were cancelled and 10,000,000 shares of
common stock, par value $.01, of the Company and 10,000,000 Beneficial Interests
representing interests in the Patent Litigation Trust (as defined in the Plan)
were issued to certain creditors, stockholders and current management of the
Company in respect of their claims and equity interests, as more fully set forth
in the Plan.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
99.1 Press Release of the Company dated December 19, 2000.
<PAGE>
SIGNATURE
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.
Dynacore Holdings Corporation
(Registrant)
Date: December 22, 2000
By:/s/ Phillip P. Krumb
-----------------------------
Phillip P. Krumb
Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Sharon P. Riggs
Investor Relations
San Antonio, Texas 78229
210 593 7901
DYNACORE HOLDINGS CORPORATION (FORMERLY DATAPOINT CORPORATION) AMENDED PLAN
OF REORGANIZATION BECOMES EFFECTIVE
San Antonio, Texas, December 19, 2000......Dynacore Holdings
Corporation, f/k/a Datapoint Corporation (EBB:DYHGQ) ("Dynacore" or the
"Company"), today reported that on December 18, 2000, its Amended Plan of
Reorganization under Chapter 11 of the Bankruptcy Code confirmed by the United
States Bankruptcy Court for the District Court of Delaware on December 5, 2000,
became effective (the "Effective Date").
On the Effective Date, the Company has, in accordance with the terms of
the Plan, remitted approximately $33.3 million to the Indenture Trustee for
certain pre-bankruptcy convertible subordinated debentures (the "Debentures")
for distribution to the Debenture Holders. Distributions to other unsecured
creditors are to be made directly by the Company and will commence shortly. In
addition, as of the Effective Date, Dynacore's common stock, exchangeable
preferred stock (EBB: DYJPQ) and the Debentures were cancelled, and 10 million
shares of New Common Stock of the Company, as well as 10 million units of
Beneficial Interests, representing interests in the Dynacore Patent Litigation
Trust formed to pursue Dynacore's patent litigations, will be issued. The above
securities will be issued to common stock and exchangeable preferred stock
holders of record on December 5, 2000 (the "Record Date") at the following
rates: (i) .225177 shares of New Common Stock per share of old common stock and
(ii) 3.663683 shares of New Common Stock and .545655 units of Beneficial
Interests per share of old exchangeable preferred stock. Debenture Holders must
redeem their debentures to the Indenture Trustee in order to receive their
distributions, at which time they will receive 43.5701965 shares of New Common
Stock and 69.712318 units of Beneficial Interests per $1000 principal amount.
Debenture Holders will also receive $606.50 in cash per $1000 principal amount.
Other unsecured creditors will receive, in the aggregate, 105,278
shares of New Common Stock, 168,504 units of Beneficial Interests and
$1,466,909.48 in cash. Current management of the Company will receive a total of
1 million shares of the New Common Stock as part of a settlement of certain
officer administrative claims that include contract cancellation and waiver of
bonuses.
After the cash distributions described above, and certain other
expenses, the Company will have available cash of approximately $7 million, as
well as its interests in the Corebyte Networks(TM) product family and 56.5% of
the Dynacore Patent Litigation Trust. As part of the Plan, Dynacore has
committed to lend the Dynacore Patent Litigation Trust up to $1 million to
pursue Dynacore's Patent litigations.
Deliveries of the above securities effective after the Record Date
should be evidenced by due bills representing the distribution of the New Common
Stock and Beneficial Interests. Dynacore anticipates that the New Common Stock
will be traded on the Bulletin Board (CUSIP #26779T 30 8) and the Beneficial
Interests will be traded on the Pink Sheets (CUSIP #703044 10 7) before
year-end. New trading symbols for the New Common Stock and the Beneficial
Interests will be provided in a subsequent press release.
This press release contains forward-looking statements that involve
uncertainties. When used in this press release, words such as "anticipate,"
"believe," "estimate," "expect," "intend" and similar expressions, as they
relate to the Company or its management, identify forward-looking statements.
Future results may differ materially from disclosures contained in this release.
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