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) February 17, 1995
---------------------
Allerion Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey
--------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-8197 22-2243658
---------------------- ----------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
717 Ridgedale Avenue, East Hanover, New Jersey 07936
---------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(201) 887-1000
--------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report.)
<PAGE>
ITEM 5.
In its Form 8-K dated December 7, 1994, Allerion Inc. (the "Company") reported
the filing of a petition in the United States Bankruptcy Court for the District
of New Jersey, Case No. 94-28396. Management of the Company, after discussion
with its creditors, agreed to request the Court to permit the Company to sell
its assets. On February 17, 1995 an Order (the "Order"), as amended on February
21, 1995, was entered by the United States Bankruptcy Court for the District of
New Jersey with regard to the Company concerning the setting of bidding
procedures and setting of dates for submission of bids and other related matters
with regard to the sale of the Company's remaining operating assets consisting
of accounts receivables, inventory, equipment, contract rights, and other
non-cash operating assets of the Network Services Division of the Company (the
"Division"). The Application before the Court for the approval of the Order
setting bidding procedures was due to the fact that the creditors of the Company
had stated their objection to continue to allow the Company to use cash
collateral. At this point in time there can be no assurance that bids will be
submitted and that a sale and closing will take place. The Company can give no
range as to the dollar value of the possible bids to be submitted, if any. The
Company can give no assurance that there will be any residual value after the
sale upon payment of expenses and its creditors for distribution to
shareholders. The assets to be sold represent substantially all of the remaining
assets of the Company. According to the terms of the Order, bids must be
submitted no later than 4:00 p.m. New York time, March 8, 1995. A hearing is
scheduled before the Bankruptcy Court on March 10, 1995 to consider the approval
of the sale of the assets of the Division for the highest and best offer which
may be presented in accordance with the terms of the Order. Should a successful
bidder be approved by the Court, the Order states that the closing of the sale
will take place no later than March 13, 1995. The foregoing summary is qualified
in its entirety by reference to the Order and amended Order, copies of which are
included as Exhibits to this Form 8-K.
Item 7. Exhibits
1. Order of United States Bankruptcy Court for the District of New Jersey
dated February 17, 1995 in Case No. 94-28396.
2. Amended Order of United States Bankruptcy Court for the District of
New Jersey dated February 21, 1995 in Case No. 94-28396.
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Allerion Inc.
(Registrant)
Date: February 21, 1995 By: /s/ ALEXANDER W. GILES, JR.
------------------------------
Alexander W. Giles, Jr.
Executive Vice President & CFO
CRUMMY, DEL DEO, DOLAN,
GRIFFINGER & VECCHIONE
A Professional Corporation
One Riverfront Plaza
Newark, New Jersey 07102-5497
(201) 596-4500
Attorneys for Debtors and
Debtors-in-Possession
PD-9779
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF NEW JERSEY
- - - - ------------------------------------
:
In re: :
:
ALLERION, INC., a corporation :
of the State of New Jersey, : Jointly Administered Under
: Case No. 94-28396 (WFT)
Debtor. :
: Chapter 11
- - - - ------------------------------------
:
In re: :
: Hearing Date: February 17, 1995
ULTIMATE DATA SYSTEMS, INC., a : at 10:00 a.m.
corporation of the State of :
Connecticut, :
:
Debtor. :
:
- - - - ------------------------------------
ORDER (i) APPROVING BIDDING PROCEDURES, (ii) SETTING
HEARING TO APPROVE SALE OF ASSETS AND ASSUMPTION
ASSIGNMENT OF UNEXPIRED LEASES AND EXECUTORY CONTRACTS
AND ESTABLISHMENT OF CURE AMOUNTS AND ADEQUATE
ASSURANCE TERMS, AND (iii) SETTING DATES FOR FILING OF
BIDS AND OBJECTIONS
THIS MATTER having been opened to the Court upon the motion on shortened
notice of Allerion, Inc., debtor and debtor-in-possession ("Allerion" or
"Debtor"), by its attorneys, Crummy, Del Deo, Dolan, Griffinger & Vecchione, a
Professional Corporation, for an order (i) approving bidding procedures with
respect to the sale of certain of Allerion's
<PAGE>
assets, including receivables, inventory, certain contract rights, equipment,
goodwill and other non-cash assets of Allerion's Network Services Division (the
"Acquired Assets"), but excluding certain books and records, causes of action,
cash and equivalents (the "Excluded Assets"), (ii) fixing a hearing to approve
the assumption and assignment of certain of Allerion's unexpired leases and
executory contracts and the establishment of cure amounts and adequate assurance
terms in connection therewith, and the assumption of deferred revenue, and (iii)
setting a hearing date for approval of the sale of the Assets, free and clear of
liens, and for other relief; and the Court having considered the Debtor's
application in support of the motion and any opposition thereto; and the Court
having further considered the arguments of counsel at the hearing on the motion;
and for good cause shown,
IT IS on this 17th day of February, 1995;
ORDERED that:
1. A hearing shall be held before the Honorable William F. Tuohey,
Courtroom 3B, U.S. Bankruptcy Court, 50 Walnut Street, Newark, New Jersey on
March 10, 1995 at 10:00 a.m. to consider (a) approval of the sale of the
Acquired Assets free and clear of liens, claims and encumbrances, with valid
liens to attach to the proceeds, for the highest and best offer for the Acquired
Assets which may be presented in accordance with the terms of this Order; (b)
assumption by Allerion and assignment to the successful purchaser of
-2-
<PAGE>
unexpired leases ("Assumed Leases") and executory contracts ("Assumed
Contracts") on the terms provided for in the highest and best offer; (c)
determination of Cure Amounts and other rights of non-debtor parties to the
Assumed Leases and Assumed Contracts affected by the motion; and (d) for such
other and further relief as the Court deems just.
2. The Debtor shall give notice of the proposed sale of Acquired Assets in
the following manner, which shall constitute adequate notice of the sale:
A. By service of this Order on the United States Trustee, counsel for
the official creditors' committees, the twenty largest unsecured creditors
of both Debtor, all secured creditors, all non debtor parties to leases and
executory contracts affected by the Motion, and any other party on the
service list, and any known prospective purchaser, by overnight mail by
February 21, 1995; and
B. By publication of this Order once in the Wall Street Journal,
Eastern Edition and the Newark Star-Ledger, by February 22, 1995.
3. In order for an offer for the Acquired Assets to be qualified to be
considered at the hearing ("Qualified Bid"), it must satisfy all of the
following conditions:
A. It must be in writing, signed by the offeror, be in substantially
the form of the Asset Purchase Agreement attached to the Application as
Exhibit B, accompanied by a deposit of $100,000 in immediately available
funds (either by wire transfer or certified or official bank check) made
-3-
<PAGE>
payable to Debtor's counsel's attorney trust account, and must be received by
counsel for the Debtor, with copies to counsel for the Unsecured Creditors'
Committees of both Debtors, no later than 4:00 p.m. New York time March 7, 1995;
B. It must offer to purchase the Assets through March 15, 1995, on
terms and conditions no less favorable to the Debtor, as determined solely
by the Debtor, than those set forth in this Order and in the form of Asset
Purchase Agreement;
C. It must be subject to no unsatisfied conditions for performance
other than those set forth in the Asset Purchase Agreement;
D. The purchase price must be payable in full in cash at closing;
E. Closing must occur no later than March 13, 1995;
F. With respect to any leases or executory contracts to be assigned,
in addition to the purchase price for the Assets, the purchaser must agree
to pay in cash at closing all Cure Amounts, as determined by the Court, due
to be paid to any nondebtor party to any Assumed Lease or Assumed Contract
as a condition of assignment of such lease or executory contract to the
purchaser, and must assume deferred revenue as of closing; and
G. The Acquired Assets shall be sold "as is" and "where is", with no
representations or warranties as to use or fitness.
-4-
<PAGE>
4. Any objections to the sale of Assets must be filed with the Court and
served so as to be received by counsel for the Debtor, Crummy, Del Deo, Dolan,
Griffinger & Vecchione, One Riverfront Plaza, Newark, New Jersey 07102,
attention: Paul R. DeFilippo, Esq., fax number 201-596-0545; the official
creditors' committees, Ravin, Sarasohn, Cook, Baumgarten, Fisch & Baime, 103
Eisenhower Parkway, Roseland, New Jersey 07068, attention: Kenneth A. Rosen,
Esq., fax number 201-228-9250, Anderson, Kill, Olick, & Oshinsky, 1251 Avenue of
the Americas, New York, New York 10020, attention: Eric Sleeper, Esq., fax
number 212-278-1733; and purported secured creditors, Winick & Rich, 919 Third
Avenue, New York, New York 10022, attention: Jonathan Flaxer, Esq., fax number
212-308-5945; Carpenter, Bennett & Morrissey, Three Gateway Center, 100 Mulberry
Street, Newark, New Jersey 07102, attention: Michael Waters, Esq., fax number
201-622-5314; Lane & Mittendorf, 99 Park Avenue, New York, New York 10016,
attention: Louis Lagalante, Esq., fax number 212-972-5647, no later than 4:00
p.m. March 8, 1995. The Debtor will advise all of the foregoing parties, and
each Qualified Bidder, on March 9, 1995, as to the amount of the highest
Qualified Bid received.
5. Any prospective purchaser may obtain information concerning the Debtor
necessary to make a Qualified Bid by contacting Jay Sturm, General Counsel,
Allerion, Inc., 717 Ridgedale Avenue, East Hanover, New Jersey 09936, telephone
201-887-1000, fax 201-887-9279.
--------------------------------
HONORABLE WILLIAM F. TUOHEY
UNITED STATES BANKRUPTCY JUDGE
-5-
CRUMMY, DEL DEO, DOLAN,
GRIFFINGER & VECCHIONE
A Professional Corporation
One Riverfront Plaza
Newark, New Jersey 07102-5497
(201) 596-4500
Attorneys for Debtors and
Debtors-in-Possession
PD-9779
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF NEW JERSEY
- - - - ---------------------------------:
In re: :
:
ALLERION, INC., a corporation :
of the State of New Jersey, : Jointly Administered Under
: Case No. 94-28396 (WFT)
Debtor. :
:
: Chapter 11
- - - - ---------------------------------:
:
In re: :
: Hearing Date: February 17, 1995
: at 10:00 a.m.
ULTIMATE DATA SYSTEMS, INC., a :
corporation of the State of :
Connecticut, :
:
Debtor. :
:
- - - - ---------------------------------:
AMENDED ORDER (i) APPROVING BIDDING PROCEDURES, (ii)
SETTING HEARING TO APPROVE SALE OF ASSETS AND
ASSUMPTION AND ASSIGNMENT OF UNEXPIRED LEASES AND
EXECUTORY CONTRACTS AND ESTABLISHMENT OF CURE AMOUNTS
AND ADEQUATE ASSURANCE TERMS, AND (iii) SETTING DATES
FOR FILING OF BIDS AND OBJECTIONS
THIS MATTER having been opened to the Court upon the motion on shortened
notice of Allerion, Inc., debtor and debtor-in-possession ("Allerion" or
"Debtor)", by its attorneys, Crummy, Del Deo, Dolan, Griffinger & Vecchione, a
Professional Corporation, for an order (i) approving bidding procedures with
respect to the sale of certain of Allerion's
<PAGE>
assets, including receivables, inventory, certain contract rights, equipment,
goodwill and other non-cash assets of Allerion's Network Services Division (the
"Acquired Assets"), but excluding certain books and records, causes of action,
cash and equivalents (the "Excluded Assets"), (ii) fixing a hearing to approve
the assumption and assignment of certain of Allerion's unexpired leases and
executory contracts and the establishment of cure amounts and adequate assurance
terms in connection therewith, and the assumption of deferred revenue, and (iii)
setting a hearing date for approval of the sale of the Assets, free and clear of
liens, and for other relief; and the Court having considered the Debtor's
application in support of the motion and any opposition thereto; and the Court
having further considered the arguments of counsel at the hearing on the motion;
and for good cause shown,
IT IS on this 21st day of February, 1995;
ORDERED that:
1. A hearing shall be held before the Honorable William F. Tuohey,
Courtroom 3B, U.S. Bankruptcy Court, 50 Walnut Street, Newark, New Jersey on
March 10, 1995 at 10:00 a.m. to consider (a) approval of the sale of the
Acquired Assets free and clear of liens, claims and encumbrances, with valid
liens to attach to the proceeds, for the highest and best offer for the Acquired
Assets which may be presented in accordance with the terms of this Order; (b)
assumption by Allerion and assignment to the successful purchaser of
-2-
<PAGE>
unexpired leases ("Assumed Leases") and executory contracts ("Assumed
Contracts") on the terms provided for in the highest and best offer; (c)
determination of Cure Amounts and other rights of non-debtor parties to the
Assumed Leases and Assumed Contracts affected by the motion; and (d) for such
other and further relief as the Court deems just.
2. The Debtor shall give notice of the proposed sale of Acquired Assets in
the following manner, which shall constitute adequate notice of the sale:
A. By service of this Order on the United States Trustee, counsel for
the official creditors' committees, the twenty largest unsecured creditors of
both Debtor, all secured creditors, all non debtor parties to leases and
executory contracts affected by the Motion, and any other party on the service
list, and any known prospective purchaser, by overnight mail by February 22,
1995; and
B. By publication of this Order once in the Wall Street Journal,
Eastern Edition and the Newark Star-Ledger, by February 24, 1995.
3. In order for an offer for the Acquired Assets to be qualified to be
considered at the hearing ("Qualified Bid"), it must satisfy all of the
following conditions:
A. It must be writing, signed by the offeror, be in substantially the
form of the Asset Purchase Agreement attached to the Application as Exhibit B,
accompanied by a deposit of $100,000 in immediately available funds (either by
wire transfer or certified or official bank check) made
-3-
<PAGE>
payable to Debtor's counsel's attorney trust account, and must be received by
counsel for the Debtor, with copies to counsel for the Unsecured Creditors'
Committees of both Debtors, no later than 4:00 p.m. New York time March 8, 1995;
B. It must offer to purchase the Assets through March 15, 1995, on
terms and conditions no less favorable to the Debtor, as determined solely by
the Debtor, than those set forth in this Order and in the form of Asset Purchase
Agreement;
C. It must be subject to no unsatisfied conditions for performance
other than those set forth in the Asset Purchase Agreement;
D. The purchase price must be payable in full in cash at closing;
E. Closing must occur no later than March 13, 1995;
F. With respect to any leases or executory contracts to be assigned,
in addition to the purchase price for the Assets, the purchaser must agree to
pay in cash at closing all Cure Amounts, as determined by the Court, due to be
paid to any nondebtor party to any Assumed Lease or Assumed Contract as a
condition of assignment of such lease or executory contract to the purchaser,
and must assume deferred revenue as of closing; and
G. The Acquired Assets shall be sold "as is" and "where is", with no
representations or warranties as to use or fitness.
-4-
<PAGE>
4. Any objections to the sale of Assets must be filed with the Court and
served so as to be received by counsel for the Debtor, Crummy, Del Deo, Dolan,
Griffinger & Vecchione, One Riverfront Plaza, Newark, New Jersey 07102,
attention: Paul R. DeFilippo, Esq., fax number 201-596-0545; the official
creditors' committees, Ravin, Sarasohn, Cook, Baumgarten, Fisch & Baime, 103
Eisenhower Parkway, Roseland, New Jersey 07068, attention: Kenneth A. Rosen,
Esq., fax number 201-228-9250, Anderson, Kill, Olick & Oshinsky, 1251 Avenue of
the Americas, New York 10020, attention: Eric Sleeper, Esq., fax number
212-278-1733; and purported secured creditors, Winick & Rich, 919 Third Avenue,
New York, New York 10022, attention: Jonathan Flaxer, Esq., fax number
212-308-5945; Carpenter, Bennett & Morrissey, Three Gateway Center, 100 Mulberry
Street, Newark, New Jersey 07102, attention: Michael Waters, Esq., fax number
201-622-5314; Lane & Mittendorf, 99 Park Avenue, New York, New York 10016,
attention: Louis Lagalante, Esq., fax number 212-972-5647, no later than 4:00
p.m. March 8, 1995. The Debtor will advise all of the foregoing parties, and
each Qualified Bidder, on March 9, 1995, as to the amount of the highest
Qualified Bid received.
5. Any prospective purchaser may obtain information concerning the Debtor
necessary to make a Qualified Bid by contracting Jay Sturm, General Counsel,
Allerion, Inc., 717 Ridgedale Avenue, East Hanover, New Jersey 07936, telephone
201-887-1000, fax 201-887-9279.
WILLIAM F. TUOHEY
------------------------------
HONORABLE WILLIAM F. TUOHEY
UNITED STATES BANKRUPTCY JUDGE
-5-
