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: June 5, 1998
SAVOIR TECHNOLOGY GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-11560 94-2414428
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number Identification Number)
254 EAST HACIENDA AVENUE, CAMPBELL, CA 95008
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(Address of principal executive offices) (Zip Code)
(408) 379-0177
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(Registrant's telephone number,
including area code)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On June 5, 1998, Savoir Technology Group, Inc. (the "Company")
acquired MCBA Systems, Inc., an Alabama corporation ("MCBA"), pursuant to the
Agreement and Plan of Reorganization, dated November 22, 1997, by and among the
Company, MCBA, Michael N. Gunnells and John Harkins (together, the "Selling
Shareholders"), as amended by the First and Second Amendments to the Agreement
and Plan of Reorganization, dated as of March 27, 1998 and April 23, 1998,
respectively, by and among the Company, STG Acquisition Corp., a Delaware
corporation ("Acquisition Sub"), MCBA and the Selling Shareholders (the "Merger
Agreement"), incorporated herein by reference. The stockholders of the Company
approved the Merger Agreement and the transactions contemplated thereby at a
meeting held on June 4, 1998.
Pursuant to the terms of the Merger Agreement, the Company acquired all
of the outstanding capital stock of MCBA through a reverse triangular merger of
Acquisition Sub with and into MCBA with MCBA to be the surviving corporation.
The Selling Shareholders received an aggregate of 852,854 shares of common
stock, par value 0.01 per share, of the Company. The Company also canceled
certain indebtedness owed by MCBA to the Company pursuant to a promissory note,
dated March 31, 1998, issued by MCBA to the Company in the aggregate principal
amount of $480,000 and at an interest rate of 8.5% per annum. In addition, the
Selling Shareholders have the right to receive up to an aggregate of 1,500,000
additional shares of Common Stock as earn-out payments to be paid in the first
quarters of 1999 and 2000 if MCBA continues to meet certain profit-based
benchmarks.
MCBA is a value-added distributor for high technology mid-range
solutions in the IBM AS/400(R) and RS/6000(TM) systems market, and is one of
only four distributors in the United States authorized to resell IBM's S/390(R)
mainframe systems.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial statements of business acquired.
After reviewing the financial statements of the
Company and MCBA, and consulting with its independent
auditors, the Company has determined that the
threshold for filing audited financial statements as
required by this Item 7(a) has not been met.
(b) Pro forma financial information.
After reviewing the financial statements of the
Company and MCBA, and consulting with its independent
auditors, the Company has determined that the
threshold for filing audited financial statements as
required by this Item 7(b) has not been met.
(c) Exhibits.
2.1+ Agreement and Plan of Reorganization dated
November 22, 1997, by and among Savoir
Technology Group, Inc., MCBA Systems, Inc.,
Michael N. Gunnells and John Harkins, as
amended.
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+ Filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on
December 22, 1997 and incorporated herein by reference.
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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.
Dated: June 17, 1998
SAVOIR TECHNOLOGY GROUP, INC.
By /S/ JAMES W. DORST
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James W. Dorst
Chief Financial Officer
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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.
Dated: June 17, 1998
SAVOIR TECHNOLOGY GROUP, INC.
By /S/ JAMES W. DORST
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James W. Dorst
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1+ Agreement and Plan of Reorganization dated
November 22, 1997, by and among Savoir
Technology Group, Inc., MCBA Systems, Inc.,
Michael N. Gunnells and John Harkins, as amended.
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+ Filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on
December 22, 1997 and incorporated herein by reference.
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