<PAGE>
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): September 13, 1996
DIGITAL PRODUCTS CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Florida 0-9503 59-1141879
------- ------ ----------
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
1498 N.W. 3rd Street, Deerfield Beach, Florida 33442
---------------------------------------------- -----
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (954) 360-7200
--------------
800 N.W. 33rd Street, Pompano Beach, Florida 33064
---------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
DIGITAL PRODUCTS CORPORATION
FORM 8-K
CURRENT REPORT
Item 5. Other Events
- ---------------------------
On August 30, 1996, Digital Products Corporation (the "Company") signed a
letter of intent with Ben Khoshnood, President of KBS Incorporated ("KBS"), who
signed on behalf of a to-be-formed affiliate of KBS ("NewCo"). Pursuant to this
letter of intent, the Company and NewCo agreed to pursue the execution of
definitive documentation for purposes of providing the Company with management
services, product, support and facilities and financing for up to $500,000 of
new product to meet current orders. In addition, KBS is to complete the
development of the new ALERT Home Monitoring System, which is scheduled for
release by the end of 1996. KBS has been providing contract manufacturing and
engineering services to the Company since June 1994.
In exchange for the financing and management services, the Company will
grant to NewCo options to purchase up to 13,000,000 shares of Company common
stock. The exercise price for the options is to be $.13 per share for the first
5,500,000 shares of Company common stock, $.10 per share for the next 5,500,000
shares of Company common stock and $.22 per share for the remaining 2,000,000
shares of Company common stock. Unless exercised by March 1, 1997, options to
purchase not less than 4,000,000 shares of Company common stock will expire on
that date. Provided 4,000,000 shares of common stock have been purchased by
NewCo pursuant to the options by March 1, 1997, the remaining options will be
exercisable until May 1, 1998. The arrangement is subject to definitive
documentation, due diligence and certain other considerations and is expected to
be finalized by late September.
Pending finalization of the management agreement and the grant of the stock
options to purchase Company common stock, NewCo and KBS have assumed certain
obligations under the contemplated management agreement and have begun to assist
the Company by providing management services, products, support and facilities.
In connection with these events, the Company has relocated its operations to
1498 N.W. 3rd Street, Deerfield Beach, Florida 33442.
Further information regarding the contemplated arrangement between NewCo
and the Company is set forth in a press release which is attached hereto as
Exhibit 99(a).
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- -------------------------------------------------------------------------------
(c) Exhibits:
Exhibit 99(a) Press Release
<PAGE>
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.
DIGITAL PRODUCTS CORPORATION
Date: September 13, 1996 By:/s/ Richard A. Angulo
---------------------------------------------
Richard A. Angulo, President
<PAGE>
EXHIBIT INDEX
Exhibit 99(a) Press Release
<PAGE>
EXHIBIT 99(A)
[LOGO OF DIGITAL PRODUCTS CORPORATION APPEARS HERE]
[LETTERHEAD OF DIGITAL PRODUCTS CORPORATION APPEARS HERE]
DIGITAL PRODUCTS CORPORATION ANNOUNCES SIGNING OF
FINANCING AND MANAGEMENT AGREEMENT
(September 9, 1996 Pompano Beach, FL) Ben Khoshnood, President of KBS
Incorporated and Richard Angulo, President of Digital Products Corporation,
announce the signing of letter of intent which contemplates a newly formed
affiliate of KBS receiving an option to purchase up to thirteen million shares
of DPC stock in exchange for providing financing and management services. KBS
has been providing contract manufacturing and engineering services to DPC since
June 1994. The arrangement is subject to definitive documentation, due diligence
and certain other considerations and is expected to be finalized by late
September.
Under the arrangement KBS will provide DPC with executive, financial, accounting
and operations management services and financing for up to $500,000 of new
product to meet current orders. In addition KBS will complete the development of
the new ALERT Home Monitoring System, which is scheduled for release by the end
of 1996.
Ben Khoshnood stated "I believe there is a tremendous opportunity for DPC to
strengthen its position within the Community Corrections market with the release
of the new ALERT System and AVAIL Windows NT Software. I am committed to DPC's
success."
Richard Angulo stated "DPC is on the threshold of success, it is only natural
that Ben Khoshnood and KBS be the partners that help us finish what we started
in 1994."
DPC is a major provider of information management solutions and electronic home
monitoring systems to the Community Corrections industry.
