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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO 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 18, 1998
Xyvision
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-14747 04-2751102
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(Commission File Number) (I.R.S. Employer Identification No.)
30 New Crossing Road
Reading, MA 01867
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(Address of principal executive offices) (Zip Code)
(781) 756-4400
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(Registrant's telephone number including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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This Amendment No. 1 to Current Report on Form 8-K/A is filed for the
purpose of amending and restating in its entirety the Registrant's Current
Report on Form 8-K, dated September 18, 1998 (File No. 000-14747), filed
October 5, 1998.
Item 5. Other Events.
On September 18, 1998 (the "Effective Date"), Xyvision, Inc. (the
"Registrant") completed the sale of substantially all of the assets, inventory,
equipment and accounts receivable of its Contex Division to Barco, Inc.
("Barco"), pursuant to an Asset Purchase Agreement, dated as of September 18,
1998, by and between the Registrant and Barco (the "Purchase Agreement").
Pursuant to the Purchase Agreement, Barco paid approximately $200,000 to
the Registrant as consideration for substantially all of the assets, inventory,
equipment and accounts receivable of the Registrant's Contex Division, which
consideration was determined in an "arm's length" negotiation between the
parties. Prior to the Effective Date, neither the Registrant nor any of its
affiliates, nor any director or officer of the Registrant or any associate of
any such director or officer had any material relationship with Barco.
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement which was filed as Exhibit 2 to the Registrant's Current
Report on Form 8-K, dated September 18, 1998 (File No. 000-14747), and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
See Exhibit Index attached hereto.
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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.
Date: December 2, 1998 XYVISION, INC.
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(Registrant)
By: /s/ Wendy Darland
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Wendy Darland
Vice President, Chief Financial
Officer,
Secretary and Treasurer
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EXHIBIT INDEX
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Exhibit
Number Description
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2 Asset Purchase Agreement, dated as of September 18, 1998, by and
between Xyvision, Inc. and Barco, Inc. (previously filed as Exhibit 2
to the Registrant's Current Report on Form 8-K, dated September 18,
1998 (file No. 000-14747)
99.1 Press Release (previously filed as Exhibit 99.1 to the Registrant's
Current Report on Form 8-K, dated September 18, 1998 (File No.
000-14747)
99.2 Press Release (previously filed as Exhibit 99.2 to the Registrant's
Current Report on Form 8-K, dated September 18, 1998 (File No.
000-14747)
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