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 27, 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.)
7 rue d'Anjou 75008, Paris, France;
8410 Datapoint Drive, San Antonio, TX 78229-8500
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 331-4007-3737; 210-593-7000
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Item 5. Other Events.
On June 27, 2000, the Registrant issued a press release, a
copy of which is attached as Exhibit 99 to this Form 8-K, indicating that the
Registrant reached an agreement in principle with the Official Unsecured
Creditors' Committee appointed in the Registrant's Chapter 11 case pending in
the United States Bankruptcy Court for the District of Delaware (Docket Number
00-1853 (PJW)).
Item 7. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99 June 27, 2000 Press Release
Item 8. Change in Fiscal Year
On June 27, 2000, the Registrant changed its fiscal year end to December 31,
which will be reflected on a transition Form 10-Q.
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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.
Datapoint Corporation
(Registrant)
Date: June 28, 2000
By: /s/ Phillip P. Krumb
Phillip P. Krumb
Acting Chief Financial Officer
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EXHIBIT INDEX
(99) June 27, 2000 Press Release
<PAGE>
Exhibit 99 - Press Release of Registrant
Contact: Sharon P. Riggs
Investor Relations
San Antonio, Texas
(210) 593-7901
DYNACORE HOLDINGS CORPORATION
(FORMERLY DATAPOINT CORPORATION)
REACHES AGREEMENT IN PRINCIPLE WITH
OFFICIAL UNSECURED CREDITORS' COMMITTEE;
CHANGES FISCAL YEAR END TO DECEMBER 31
San Antonio, Texas, June 27, 2000.....Dynacore Holdings Corporation
(formerly Datapoint Corporation EBB: DTPTQ) today announced that an agreement in
principle had been reached with the Official Unsecured Creditors' Committee
appointed in the Corporation's Chapter 11 case pending in the United States
Bankruptcy Court for the District of Delaware. (Case No. 00-1853(PJW)).
The agreement, which is subject to among other things, filing of a Plan
of Reorganization, vote of creditors and approval by the Bankruptcy Court,
provides for the distribution of approximately $34.8 million in cash to
Debenture holders and other unsecured creditors from the proceeds of the
previously approved sale of Dynacore's European operations and certain U.S.
assets to Datapoint NewCo 1 Limited. Such cash distribution is expected to be
not less than 60% of the face value of the outstanding 8 7/8% Convertible
Subordinated Debentures due 2006 (the "Debentures"), excluding accrued interest.
At the time of confirmation of the Plan of Reorganization, Dynacore is expected
to have remaining working capital of approximately $4 million after fees,
expenses and certain escrow items required in the sale. Dynacore will have no
debt at that time.
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The agreement provides that when the reorganized Dynacore emerges from
Chapter 11: (i) Debenture holders and other unsecured creditors will receive 25%
of the equity of the reorganized corporation, 3 out of 7 seats on the Board of
Directors, and 40% of a Patent Litigation Trust, to be formed to pursue the
Corporation's patent litigation and otherwise to defend them, (ii) current
Exchangeable Preferred Shareholders will receive 23.5% of the equity of the
reorganized corporation, and 3.5% of the Patent Litigation Trust, (iii) current
Common Shareholders will receive 41.5% of the equity of the reorganized
corporation; and (iv) current officer management will receive 10% of the equity
of the reorganized corporation as part of a settlement of certain officer
administrative claims that include contract cancellation and other contractual
entitlements. The Plan of Reorganization of the Corporation is expected to be
filed within 30 days.
Pursuant to the agreement, with respect to its remaining 56.5% interest
in the Patent Litigation Trust, Dynacore will distribute to its post-bankruptcy
shareholders 75% of the first $100 million of net proceeds received, if any,
after adjustment for corporate tax.
The Corporation also announced today that it had changed its fiscal
year end to December 31.
<PAGE>
The sale of its European operations is consistent with the direction of
the Corporation to focus its efforts and resources on acquiring, developing and
marketing software with Internet and E-commerce applications. The previously
acquired Corebyte NetworksTM product family (www.corebyte.com), highlights this
effort. The Corebyte subsidiary has developed an intelligent browser-based
communications networking system. With a single interface, users of Corebyte
NetworksTM products directly access every application necessary to manage their
enterprise from basic E-mail to advanced group computing tools. Corebyte
NetworksTM products users seamlessly share and exchange valuable information,
selectively and securely, within their networked community and across
enterprises via the Internet. Companies that standardize their network on
Corebyte NetworksTM products gain all the benefits of the Internet and eliminate
the fear of obsolescence.
The press release contains forward-looking statements that involve
uncertainties, including, but not limited to, risks and uncertainties related to
the competitive environment and other risks. Future trends and results may
differ materially from disclosures contained in this release.
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