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): August 1, 1995
Digital Products Corporation
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(Exact name of registrant as specified in character)
Florida 0-9503 59-1141879
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
800 N.W. 33rd Street, Pompano Beach, Florida 33064
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(305) 783-9600
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Item 5. Other Events
On August 1, 1995, Digital Products Corporation (the "Company") and
Strategic Technologies Inc. ("Strategic"), announced the signing of a
letter agreement between the companies which proposes a merger whereby
Digital will become a wholly-owned subsidiary of Strategic and Digital
shareholders will receive approximately 4.4 million Strategic shares in
exchange for their Digital stock. Upon completion of the merger, Strategic
will then have approximately 10.4 million shares outstanding (11.4 million
fully diluted) including 600,000 Digital employee and management options
to be assumed by Strategic exercisable at a price of (Cdn)$1.55.
The Company and Strategic further announced that the letter agreement also
provides that Strategic will be granted a staged interim share purchase
warrant entitling Strategic to acquire 500,000 shares of Digital,
increasing on execution of definitive agreements to 2.0 million shares at a
price of $0.25 per share for a one year period exercisable in the event the
transaction does not consummate and dependent on the timing of the
termination. The merger is expected to close in approximately 150 days but
still remains subject to execution of definitive agreements, as well as the
approval of shareholders and securities regulatory authorities having
jurisdiction.
Attached as Exhibit 1 is a press release issued with respect to such matter
on August 1, 1995.
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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 hereto duly authorized,
DIGITAL PRODUCTS CORPORATION
August 1, 1995 /s/ Richard A. Angulo
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Date Richard A. Angulo
President and Chief Executive Officer
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STRATEGIC TECHNOLOGIES INC. DIGITAL PRODUCTS CORPORATION
("STRATEGIC") ("Digital")
Building A, Unit 102 17802 66th Avenue 800 N.W. 33rd Street
Surrey, British Columbia V3S7X1 Pompano Beach, Florida
Telephone: (604) 576-8658 USA 33064
Telecopier: (604) 576-0436 Telephone: (305) 783-9600
Contact: Doug Blakeway Telecopier: (305)783-9609
VSE Trading Symbol: STI Contact: Richard A. Angulo
OTC Electronic Bulletin Board: DIPC
NEWS RELEASE
August 1, 1995
STRATEGIC TECHNOLOGIES INC. AND DIGITAL PRODUCTS CORP.
PROPOSE MERGER
Vancouver, British Columbia: Douglas H. Blakeway, President and CEO of
STRATEGIC and Richard A. Angulo, President and CEO of Digital, announce the
signing of a letter agreement between the companies which proposes a merger
whereby Digital will become a wholly-owned subsidiary of STRATEGIC and
Digital shareholders will receive approximately 4.4 million STRATEGIC
shares for their Digital stock. Upon completion of the merger, STRATEGIC
will then have approximately 10.4 million shares outstanding (11.4 million
fully diluted) including 600,000 Digital employee and management options to
be assumed by STRATEGIC exercisable at a price of (Cdn) $1.55. Digital and
STRATEGIC have the number two and three market share positions in the North
American home curfew offender monitoring business. The combined companies
are expected to have gross revenues in the US $16 million per annum range.
The letter agreement also provides that STRATEGIC will be granted a staged
interim share purchase warrant entitling STRATEGIC to acquire 500,000
shares of Digital, increasing on execution of definitive agreements to 2.0
million shares at a price of $0.25 per share for a one year period
exercisable in the event the transaction does not consummate and dependent
on the timing of the termination. The merger is expected to close in
approximately 150 days but still remains subject to execution of definitive
agreements, as well as the approval of shareholders and securities
regulatory authorities having jurisdiction.
Upon consummation of the merger the Board of Directors shall consist of
nine persons, five of whom shall be STRATEGIC nominees and four will be
Digital nominees, including existing Directors Richard A. Angulo, Col.
Clinton Pagano (Ret.), Michael A. Marino and Digital's corporate counsel
Thomas P. Gallagher. Douglas H. Blakeway will become Chairman of the Board
of Directors and CEO, and Richard A. Angulo will become the President and
COO upon the effective date of the merger.
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Douglas Blakeway stated, "The merger of STRATEGIC and Digital represents an
ideal fit when you compare the complementary nature of the two companies'
technologies, management, staff and existing customer base. STRATEGIC is
very excited about the prospects for the combined companies in the current
competitive environment. The merger of Digital and STRATEGIC will create
an industry leader as a result of the combination of our respective financial
resources, technological developments as well as our sales and marketing
networks."
Richard A. Angulo stated, "We believe that the electronic monitoring industry
has the potential to expand significantly and the industry will be eager for
new leadership to manage and develop new opportunities. The merger of
STRATEGIC and Digital will create synergies and economies which will benefit
the shareholders of both companies."
In-residence monitoring of offenders is fast becoming a preferable alternative
to the serious problem of prison overcrowding in Canada and the United States.
STRATEGIC is the only Canadian manufacturer of electronic supervision
equipment for use in court ordered home curfew programs. STRATEGIC markets
its leading edge technology under the name SureTrac and SureTalk in Canada,
the United States and Australia. Digital is a major provider of global
information management solutions to the criminal justice and corrections
industry, the construction trade and to corporations doing multinational
business.
Further information will be released as the transaction progresses.
ON BEHALF OF THE BOARD ON BEHALF OF THE BOARD
Strategic Technologies, Inc. Digital Products Corporation
Per: Per:
Douglas H. Blakeway Richard A. Angulo
President and President and
Chief Executive Officer Chief Executive Officer
