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)
JULY 12, 1996 (JULY 11, 1996)
AST RESEARCH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-13941 95-3525565
(Commission File Number) (IRS Employer Identification No.)
16215 ALTON PARKWAY
IRVINE, CALIFORNIA 92718
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(714) 727-4141
NOT APPLICABLE
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On July 12, 1996, AST Research, Inc. (the "Company") announced that it has
repaid a $90 million promissory note due to Tandy Corporation ("Tandy") related
to the 1993 acquisition of Tandy's PC manufacturing operations.
Under terms of the repayment, on July 11, 1996, the Company issued 4,498,594
shares of common stock to Tandy representing $30 million of the $90 million
promissory note and paid Tandy $60 million in cash to complete payment of the
principal of the note.
Subsequent to that transaction, also on July 11, 1996, the Company issued
8,499,336 shares of common stock to Samsung Electronic Co. Ltd. ("Samsung") in
exchange for $60 million in cash that was used to fund the $60 million cash
payment to Tandy. This issuance was at Samsung's discretion pursuant to the
1995 Letter of Credit Agreement between the Company and Samsung. The total
amount of newly issued common stock of 12,997,930 represents approximately 22.5
percent of the Company's total outstanding common stock after all of the shares
were issued. The total number of shares of common stock outstanding after
issuance of all shares is 57,734,830. Samsung, including stock held by
Samsung's U.S. subsidiary, now owns 26,389,336 shares of common stock
representing 45.7 percent of the outstanding shares. In addition, Samsung owns
an option to purchase 4,400,000 shares of common stock at $.01 per share that
was issued as part of the Additional Support Agreement dated December 21, 1995
between the Company and Samsung. Samsung's ownership percentage would increase
to 49.55 percent upon exercise of this option and based on the current number
of shares outstanding.
Sections 382 and 383 of the Internal Revenue Code of 1986 place certain
limitations on U.S. net operating loss carryforwards and excess credits if one
or more shareholders have increased their ownership by more than 50 percentage
points. Taken together, Tandy and Samsung have increased more than 50
percentage points, and the Company believes it will be subject to the Section
382 and 383 limitations. The limitation caused by this change does not apply to
net operating losses and excess credits incurred subsequent to this change.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Description
- ------- --------------------------------------------------------
99.1 Press release issued by the Registrant on July 12, 1996,
announcing that the Company completed the repayment of
a $90 million promissory note due to Tandy Corporation
through the issuance of common stock representing $30
million and cash of $60 million. In addition, the
Company announced that it issued common stock for $60
million in exchange for cash advanced from Samsung
which was used to fund the $60 million cash payment to
Tandy.
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.
AST Research, Inc.
_______________________________________
(Registrant)
By /s/ DENNIS R. LEIBEL
Dennis R. Leibel
Senior Vice President,
Legal, Administration and Secretary
Date: July 12, 1996
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Media Contact: Emory Epperson
(714) 727-7958
Analyst Contact: Misty Ohmart
(714) 727-7728
AST REPAYS $90 MILLION PROMISSORY NOTE TO TANDY CORP.
IRVINE, Calif. (July 12, 1996) -- AST Research Inc. (ASTA--NASDAQ) today
announced that it has completed its previously-disclosed plans to repay a $90
million three-year promissory note due to Tandy Corporation related to the 1993
acquisition of Tandy Corporation's personal computer manufacturing operations.
Under terms of the repayment, AST provided Tandy with $30 million in newly-
issued AST stock, representing approximately 4.5 million shares, along with $60
million in cash. Cash paid to Tandy was advanced this week to AST by Samsung
Electronics Co., Ltd. as part of a 1995 Letter of Credit Agreement between AST
and Samsung which resulted in Samsung receiving approximately 8.5 million shares
of newly-issued AST stock. This increases Samsung's stock ownership to 26.4
million shares (including those held by Samsung's U.S. subsidiary), representing
approximately 46 percent of AST's total outstanding shares.
The total amount of newly-issued AST stock delivered to both Samsung and
Tandy yesterday was approximately 13.0 million shares, representing
approximately 23 percent of AST's total outstanding shares after all the shares
were issued.
Samsung also holds options for 4.4 million shares of stock that were issued
in connection with a Dec. 1995 support agreement. If these options were now
exercised, Samsung's ownership position today would increase to approximately
49.6 percent.
AST Research Inc., a member of the Fortune 500 list of America's largest
industrial and service companies, is one of the world's leading personal
computer manufacturers. The company develops a broad spectrum of desktop,
mobile and server PC products that are sold in more than 100 countries
worldwide. AST systems meet a wide range of customer needs, ranging from
corporate business applications to advanced home and home office use. Corporate
headquarters is located at 16215 Alton Parkway, P.O. Box 57005, Irvine, Calif.
92619-7005. Telephone (714) 727-4141 or (800) 876-4278. Fax: (714) 727-9355.
Information about AST and its products can be found on the World Wide Web at
http://www.ast.com.
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