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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 10, 1997
IPL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
MASSACHUSETTS 0-10370 04-2511897
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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124 ACTON STREET, MAYNARD, MASSACHUSETTS 01754
(Address of principal executive offices and zip code)
(508) 461-1000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
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On February 10, 1997, IPL Systems, Inc. (the "Company")
announced that it had signed a letter of intent to merge with Andataco,
a California corporation. The Company hereby incorporates by reference
the contents of its news release dated February 10, 1997, filed as
Exhibit 99.1 to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
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EXHIBITS.
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(c) Exhibits.
99.1 News Release dated February 10, 1997. Filed herewith.
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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.
Date: February 20, 1997 IPL SYSTEMS, INC.
By: /s/ Ronald J. Gellert
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Ronald J. Gellert
President
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 News Release dated February 10, 1997. Filed herewith.
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EXHIBIT 99.1
IPL Contact: Anita Buchanan
(508) 461-1090
FOR IMMEDIATE RELEASE
IPL SYSTEMS, INC. AND ANDATACO ANNOUNCE
PLANS TO MERGE
MAYNARD, MA (February 10, 1997) -- IPL SYSTEMS, INC. (NASDAQ/NMS:IPLS) and
ANDATACO jointly announced today the signing of a letter of intent to merge the
two companies. Under the terms contemplated, the shareholders of ANDATACO would
receive approximately three shares for each share of IPL deemed to be
outstanding on a fully diluted basis, resulting in the principal shareholder of
ANDATACO becoming the controlling shareholder of the combined companies. The
merger is subject to various conditions, including the execution of a definitive
agreement between the two companies, receipt by IPL of a fairness opinion from
its financial advisor, approval by the directors and shareholders of each
company, and any necessary regulatory and third party approvals.
Both companies are computer storage providers, focusing on complementary
segments of the open systems market. Massachusetts-based IPL Systems designs,
manufactures, sells and services computer storage solutions for worldwide users
of UNIX platforms, including Hewlett Packard, Sun Microsystems, IBM and DEC
Alpha. ANDATACO, headquartered in San Diego, California, manufactures RAID and
non-RAID storage products featuring its intelligent ESP (Enterprise Storage
Packaging) self-monitoring enclosure technology, and distributes best-of-breed
products from other manufacturers through its nationwide network of sales
offices.
W. David Sykes, president and CEO of ANDATACO, stated, "This merger will
integrate IPL's long-standing reputation as a premier manufacturer of controller
technology with ANDATACO's world-class ESP enclosure and strong sales and
marketing organization. We believe that the combination of our two technologies,
as well as the merger of our sales and marketing organizations, will enhance our
ability to penetrate the rapidly expanding open systems storage marketplace.
Ronald J.Gellert, president and CEO of IPL Systems, commented, "Our plans to
merge IPL and ANDATACO include aggressive strategies to exploit the different
strengths of the two companies. The strength of ANDATACO's sales and marketing
channels will provide broader opportunity for distribution of our technology:
technology and distribution capability are a powerful combination. The proposed
merger with ANDATACO evolved from our recent pursuit of worldwide strategic
initiatives with information technology companies seeking competitive advantage
through our technology. It follows a period of careful deliberation and
consideration of IPL's strategic alternatives.
IPL separately announced preliminary results for its fourth quarter ending
December 31, 1996. On quarterly revenues of approximately $2.4 million, IPL
expects the net loss to be approximately $1 million. Gross margins are expected
to be consistent with the reported results for the third quarter of
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1996, and year-end total current assets are $1 million below the level at
September 30, 1996. Cash is expected to be slightly below the level at September
30, 1996.
IPL Systems, Inc., founded in 1973, is traded on the Nasdaq Stock Market under
the symbol "IPLS." IPL provides open-architecture database storage solutions for
Hewlett Packard, Sun Microsystems, DEC Alpha, and IBM RS/6000 and AS/400
business servers, as well as Novell NetWare and Windows NT environments. IPL
designs, manufactures, services and sells its products through direct, indirect
STAR and OEM sales and service channels worldwide.
ANDATACO, headquartered in San Diego, California, designs and manufactures
network storage solutions for the UNIX and Windows NT client/server enterprise.
ANDATACO's solutions are marketed from 13 sales offices across the United
States, through business affiliates in Europe, Asia, Latin America, Canada and
Australia, and through the worldwide WEB.
DEC Alpha is a trademark of Digital Equipment Corporation. RS/6000 and AS/400
are trademarks of International Business Machines corporation. NetWare is a
trademark of Novell, Inc. Windows NT is a trademark of Microsoft Corporation.
