<PAGE> 1
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): June 13, 1998
SULCUS HOSPITALITY TECHNOLOGIES CORP.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Pennsylvania 0-13226 25-1369276
- - ----------------- ------------------------ ------------------------------------
(State or Other (Commission File Number) (IRS Employer Identification Number)
Jurisdiction of
Incorporation)
41 North Main Street, Greensburg, Pennsylvania 15601
- - --------------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (724) 836-2000
<PAGE> 2
ITEM 5. OTHER EVENTS.
On June 13, 1998, Sulcus Hospitality Technologies Corp. and Tridex
Corporation, a Connecticut corporation, executed a letter of intent with respect
to an agreement in principle to combine the companies and their operations. The
transaction is subject to execution of a definitive agreement and certain other
conditions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statement of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
2.1 Letter of Intent, dated June 12, 1998 and acknowledged
June 13, 1998.
20.1 Press Release, dated June 15, 1998.
<PAGE> 3
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.
SULCUS HOSPITALITY TECHNOLOGIES CORP.
Dated: June 17, 1998 By: /s/ JOHN W. RYBA
--------------------------------------
John W. Ryba
Senior Vice President and
Chief Legal Officer
<PAGE> 4
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- - ------- ----------- ----
2.1 Letter of Intent, dated June 12, 1998 and acknowledged 5
June 13, 1998
20.1 Press Release, dated June 15, 1998 10
<PAGE> 1
EXHIBIT 2.1
SULCUS HOSPITALITY TECHNOLOGIES CORP.
Sulcus Centre
41 North Main Street
Greensburg, Pennsylvania 15601
June 12, 1998
Tridex Corporation
61 Wilton Road
Westport, Connecticut 06880
Ladies and Gentlemen:
The purpose of this letter (the "Letter") is to set forth certain
nonbinding understandings and certain binding agreements between Sulcus
Hospitality Technologies Corp., a Pennsylvania corporation ("Sulcus"), and
Tridex Corporation, a Connecticut corporation ("Tridex"), with respect to a
proposed business combination between Sulcus and Tridex (the "Proposed
Transaction"), on the terms, and subject to the conditions, set forth below.
PART ONE -- NONBINDING PROVISIONS.
THE FOLLOWING NUMBERED PARAGRAPHS OF THIS LETTER (COLLECTIVELY, THE
"NONBINDING PROVISIONS") REFLECT OUR MUTUAL UNDERSTANDING OF THE MATTERS
DESCRIBED IN THEM, BUT EACH PARTY ACKNOWLEDGES THAT THE NONBINDING PROVISIONS
ARE NOT INTENDED TO CREATE OR CONSTITUTE ANY LEGALLY BINDING OBLIGATION OF
SULCUS OR TRIDEX, AND NEITHER SULCUS NOR TRIDEX SHALL HAVE ANY LIABILITY TO THE
OTHER PARTY WITH RESPECT TO THE NONBINDING PROVISIONS. SULCUS AND TRIDEX SHALL
EACH BE BOUND ONLY BY THE BINDING PROVISIONS SET FORTH IN PART TWO BELOW, AND,
IF SUCCESSFULLY NEGOTIATED, EXECUTED AND DELIVERED BY SULCUS AND TRIDEX, THE
TERMS AND CONDITIONS CONTAINED IN A FULLY INTEGRATED, WRITTEN, DEFINITIVE
AGREEMENT (THE "DEFINITIVE AGREEMENT"), AND OTHER RELATED DOCUMENTS PREPARED,
AUTHORED, EXECUTED OR DELIVERED BY AND BETWEEN SULCUS AND TRIDEX.
1. BASIC TRANSACTION. The Proposed Transaction will be a business
combination between Sulcus and Tridex, the result of which will be the ownership
by the current shareholders of Tridex, on the one hand, and Sulcus, on the
other, each of 50% of the outstanding capital stock of the entity resulting from
the Proposed Transaction (the "Resulting Entity"). The structure of the Proposed
Transaction is to be determined based on accounting and other business-related
considerations. It is the expectation of the parties that this will be a
tax-free transaction accounted for as a pooling of interests. The parties intend
that the closing of the Proposed Transaction would occur on or before October
30, 1998, but in no event sooner than five (5) days after the later to occur of
(i) the approval of the Proposed Transaction by the stockholders of Sulcus and
the stockholders of Tridex and (ii) the expiration of the waiting period
required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
("HSR") if the parties conclude that a filing thereunder is required (the
"Closing"). In the event an HSR filing is required, the parties shall split the
fee equally.
2. DUE DILIGENCE. Each of Sulcus and Tridex has commenced, and intends
to continue, its due diligence investigation of the prospects, business, assets,
contract rights, liabilities and obligations of Tridex and Sulcus, respectively,
including, without limitation, financial, management, employee, customer, legal,
regulatory and environmental matters (the "Due Diligence Investigation").
<PAGE> 2
Tridex Corporation
June 12, 1998
Page 2
3. PROPOSED FORM OF AGREEMENT. Sulcus and Tridex intend promptly to
begin negotiating to reach a Definitive Agreement containing representations,
warranties, indemnities, conditions, agreements and covenants by each of Sulcus
and Tridex.
4. CONDITIONS TO PROPOSED TRANSACTION. The parties do not intend to be
bound by the Nonbinding Provisions or any provisions covering the same subject
matter until the execution and delivery of the Definitive Agreement, which, if
successfully negotiated, would provide that the Proposed Transaction would be
subject to customary terms and conditions, including, without limitation, the
following:
(a) finalization of employment, non-competition and
confidentiality arrangements between the Resulting Entity and the
management personnel of Sulcus and Tridex, respectively, who would
become key personnel of the Resulting Entity;
(b) receipt of necessary consents and approvals;
(c) absence of any material adverse change in Sulcus's and
Tridex's business, financial condition, profits, prospects, assets or
operations since [last reported fiscal quarter];
(d) absence of pending or threatened litigation regarding the
Definitive Agreement or the transactions to be contemplated thereby;
and
(e) delivery of customary fairness opinions, legal opinions,
closing certificates and other documentation.
5. DEFINITIVE AGREEMENT. Subject to the final sentence of Paragraph B
of Part Two below, Sulcus and Tridex shall negotiate in good faith to arrive at
a mutually acceptable Definitive Agreement for approval, execution and delivery
on the earliest reasonably practicable date.
6. BOARD OF DIRECTORS. The authorized number of directors on the Board
of Directors of the Resulting Entity (the "Board") will be established at nine
(9). Four (4) directors are to be designated by Sulcus (the "Sulcus Directors"),
and five (5) are to be designated by Tridex (the "Tridex Directors"). The Board
will be classified into three classes of Directors, with initial terms expiring
in 1999, 2000 and 2001. For the three (3) years following the Closing, in the
event that any Director so designated for any reason ceases to serve as a member
of the Board during such director's term of office, the resulting vacancy on the
Board will be filled by a majority vote of the remaining Sulcus Directors or
Tridex Directors, as the case may be. Seth M. Lukash shall serve as Co-Chairman
and Chief Executive Officer of the Resulting Entity. Leon D. Harris shall serve
as Co-Chairman, President and Chief Operating Officer of the Resulting Entity.
PART TWO -- BINDING PROVISIONS.
UPON EXECUTION BY BOTH SULCUS AND TRIDEX OF THIS LETTER OR COUNTERPARTS
HEREOF, THE FOLLOWING LETTERED PARAGRAPHS OF THIS LETTER (COLLECTIVELY, THE
"BINDING PROVISIONS") WILL CONSTITUTE
<PAGE> 3
Tridex Corporation
June 12, 1998
Page 3
THE LEGALLY BINDING AND ENFORCEABLE AGREEMENT OF SULCUS AND TRIDEX (IN
RECOGNITION OF THE COSTS TO BE BORNE BY SULCUS AND TRIDEX IN PURSUING THIS
PROPOSED TRANSACTION AND FURTHER IN CONSIDERATION OF THEIR MUTUAL UNDERTAKINGS
AS TO THE MATTERS DESCRIBED IN THIS LETTER).
A. NONBINDING PROVISIONS NOT ENFORCEABLE. The Nonbinding Provisions do
not create or constitute any legally binding obligations between Sulcus and
Tridex, and neither Sulcus nor Tridex shall have any liability to the other
party with respect to the Nonbinding Provisions.
B. ACCESS. Tridex shall provide to Sulcus, and Sulcus shall provide to
Tridex, complete access to its facilities, books and records and shall cause the
directors, employees, accountants, and other agents and representatives
(collectively, "Representatives") of Tridex to cooperate fully with Sulcus, and
the Representatives of Sulcus to cooperate fully with Tridex and their
Representatives, as the case may be, in connection with the Due Diligence
Investigation (as described in Paragraph 2 hereof). Neither Sulcus nor Tridex
shall be under any obligation to continue with its Due Diligence Investigation
or negotiations regarding the Definitive Agreement if, at any time, the results
of the Due Diligence Investigation are not satisfactory to Sulcus or Tridex, as
the case may be, for any reason in their sole discretion.
C. EXCLUSIVE DEALING. Except as provided in paragraph D below, until
the earlier of July 31, 1998 or termination of this Letter in accordance with
Paragraph K below, Tridex or Sulcus shall not, directly or indirectly, through
any Representative or otherwise, solicit or entertain offers from, negotiate
with or in any manner encourage, discuss, accept or consider any proposal of any
other person relating to the acquisition of, its assets or business, in whole or
in part, whether through purchase, merger, consolidation, business combination
or otherwise.
D. ALTERNATIVE PROPOSALS. After furnishing prompt notice to the other
party, either Sulcus or Tridex may, directly or indirectly, furnish information
and access, in response to unsolicited requests therefor, to any corporation,
partnership, person or other entity or group, pursuant to appropriate
confidentiality agreements, and may participate in discussions and negotiate
with such corporation, partnership, person or other entity or group concerning
any bona fide, superior proposal to acquire all or any significant portion of
the assets or equity upon a merger, acquisition, consolidation or similar
transaction (an "Alternative Proposal"), provided that the Board of Directors of
the respective party determines in its good faith judgment in the exercise of
its fiduciary duties, after consultation with legal counsel and its financial
advisors, that such action is necessary in furtherance of the best interests of
its stockholders. Either Sulcus or Tridex shall promptly notify the other party
if it shall, on or after the date hereof, have entered into a confidentiality
agreement with any third party in response to any unsolicited request for
information and access in connection with a possible Alternative Proposal.
E. BREAK-UP FEE. In the event that (1) a Definitive Agreement is not
successfully negotiated and entered into, or (2) a Definitive Agreement is
entered into but a Closing does not occur, and, within one (1) year after
termination of this Letter pursuant to Paragraph K(ii) or termination of the
Definitive Agreement, as the case may be, Sulcus or Tridex closes a transaction
relating to the acquisition of a material portion of its assets or business, in
whole or in part, whether through purchase, merger, consolidation, business
combination or otherwise, then, immediately upon such
<PAGE> 4
Tridex Corporation
June 12, 1998
Page 4
closing, Tridex shall pay to Sulcus (if Tridex enters into such alternative
transaction), or Sulcus shall pay to Tridex (if Sulcus enters into such an
alternative transaction), the sum of $2,000,000; provided, however, that no such
payment will be required if (i) the condition set forth in clause (1) occurs due
to Tridex or Sulcus exercising its rights under the last sentence of Paragraph
B, (ii) the condition set forth in clause (2) occurs due to the failure to
obtain the approval of the stockholders of Tridex or Sulcus or any third party
consent; provided, that the executive officers and directors of Tridex and
Sulcus will agree to vote their shares in favor of the Proposed Transaction and
to undertake a best efforts solicitation with respect to the vote to approve the
Proposed Transaction; or (iii) if Tridex or Sulcus is advised by its accountants
that the Proposed Transaction cannot be structured as a tax-free transaction
accounted for as a pooling of interests. Each of the parties acknowledges and
agrees that the provisions for the payment of break-up fees is an integral part
of the Proposed Transaction and that, without this provision, they would not
have entered into this Proposed Transaction. Accordingly, if a break-up fee
shall become due and payable by a party, and such party shall fail to pay such
amount when due pursuant to this paragraph, and, in order to obtain such
payment, suit is commenced, the owing party shall pay reasonable costs and
expenses (including reasonable attorneys' fees) in connection with such suit,
together with interest computed on any amounts determined to be due and payable
pursuant to this paragraph and such costs (computed from the date incurred). The
obligations of the parties under this paragraph shall survive the termination of
the Binding Provisions.
F. CONDUCT OF BUSINESS. Until the Definitive Agreement has been duly
executed and delivered by all of the parties or the Binding Provisions have been
terminated pursuant to Paragraph K hereof, Tridex and Sulcus shall conduct their
business only in the ordinary course.
It is understood and agreed that the Definitive Agreement shall contain
a comprehensive covenant of Tridex and Sulcus regarding the interim operations
of Tridex and Sulcus from the date of the execution and delivery of the
Definitive Agreement through the Closing.
G. DISCLOSURE. Except as and to the extent required by law, without the
prior written consent of the other party, neither Sulcus nor Tridex shall, and
each shall direct its Representatives not to, directly or indirectly, make any
public comment, statement or communication with respect to, or otherwise
disclose or permit the disclosure of the existence of discussions regarding, a
possible transaction between the parties or any of the terms, conditions or
other aspects of the transaction proposed in this Letter.
H. CONFIDENTIALITY. The parties acknowledge and agree that they are
bound by and will act in accordance with the terms and conditions set forth in
the Confidentiality and Non-Disclosure Agreement, dated July 28, 1997, between
Tridex and Sulcus (the "Confidentiality Agreement"). If the Binding Provisions
are terminated pursuant to Paragraph K hereof, Sulcus and Tridex shall promptly
return to Tridex and Sulcus any Confidential Information (as defined in the
Confidentiality Agreement) in its possession.
I. COSTS AND EXPENSES. Except as provided in Paragraph E hereof, Sulcus
and Tridex shall be responsible for and bear all of their own costs and expenses
incurred at any time in connection with pursuing or consummating the Proposed
Transaction.
<PAGE> 5
Tridex Corporation
June 12, 1998
Page 5
J. CONSENTS. Sulcus and Tridex shall cooperate with each other and
proceed, as promptly as is reasonably practicable, to seek to obtain all
necessary consents and approvals from third parties, and to endeavor to comply
with all other legal or contractual requirements for, or preconditions to, the
execution, delivery and consummation of the Definitive Agreement.
K. TERMINATION. The Binding Provisions may be terminated:
(i) by mutual written consent of Sulcus and Tridex; or
(ii) upon written notice by either party to the other party if
the Definitive Agreement has not been executed by July 31, 1998;
provided, however, that the termination of the Binding Provisions shall not
affect the liability of a party for breach of any of the Binding Provisions
prior to the termination. Upon termination of the Binding Provisions, the
parties shall have no further obligations under the Binding Provisions, except
as stated in Paragraphs E, G, and H hereof, which shall survive any such
termination.
Please sign and date this Letter in the space provided below to confirm the
mutual agreements set forth in the Binding Provisions and return a signed copy
to the undersigned.
Very truly yours,
SULCUS HOSPITALITY
TECHNOLOGIES CORP.
By: /s/ LEON HARRIS
------------------------------------------
Name: Leon Harris
----------------------------------------
Title: Chairman and Chief Executive Officer
---------------------------------------
Acknowledged and agreed as
of the 13th day of June, 1998.
TRIDEX CORPORATION
By: /s/ SETH LUKASH
---------------------------------------------
Name: Seth M. Lukash
---------------------------------------------
Title: Chairman and Chief Executive Officer
------------------------------------------
<PAGE> 1
Exhibit 20.1
(TRIDEX/SULCUS) (TRDX) (SUL) Tridex Corporation and Sulcus Hospitality
Technologies Corp. Announce Signing of Letter of Intent
WESTPORT, CT and GREENSBURG, PA--June 15, 1998--Tridex Corporation
(Nasdaq National Market:TRDX) ("Tridex") and Sulcus Hospitality Technologies
Corp. (AMEX:SUL) ("Sulcus") today announced that they had signed a letter of
intent to combine the companies and their operations. Under the terms of the
proposed transaction, it is anticipated that Tridex and Sulcus stockholders as
a group will each own fifty percent (50%) of the outstanding capital stock of
the combined entity. This new company will have a nine person initial Board of
Directors, five of whom will be designated by Tridex and four of whom will be
designated by Sulcus.
Upon the closing, Seth Lukash, currently Chairman and CEO of Tridex, will
be designated as co-Chairman and will become CEO of the new company and Leon
Harris, who is currently Chairman and CEO of Sulcus, will be designated as
co-Chairman and become President and Chief Operating Officer of the new company.
Consummation of the transaction is subject, among other things, to completion of
due diligence by both companies, entry into a satisfactory definitive merger
agreement, approval by each company's stockholders and certain regulatory
approvals. Both companies noted that there can be no assurance that the
transaction will be consummated, but that it is the present intention of the
parties to attempt to complete the transaction by the end of October 1998.
Seth Lukash, Chairman and Chief Executive Officer of Tridex, stated, "When
completed, this transaction will establish the new company as a global leader
in the fine dining and lodging markets providing total solutions and software
to quick service and fine dining restaurants, the lodging industry and
specialty retail markets. Sulcus brings brand names, product recognition, a
Blue Chip customer base and strong international distribution. This business
combination will strengthen our ability to provide total solutions worldwide
and to respond to the changing needs of today's diverse markets."
Leon Harris, Chairman and CEO of Sulcus, added, "The combination of
Sulcus' strong presence in the fine dining area with Tridex's POS system design
for fast food service and retail systems opens up many facets of the fast
growing POS market. By combining our worldwide resources and consolidating our
business entities, we believe this combination creates opportunities for market
leadership and increased stockholder value for both Tridex and Sulcus."
Tridex, through its Progressive Software and Ultimate Technology
divisions, is a leading provider of point-of-sale ("POS") and back-office
management software, systems integration and related services for food services
and specialty retail markets. Among its key customers are Starbucks,
McDonald's, Steak n' Shake, Jack in the Box (Foodmaker Corp.), Lowe's Home
Centers, Ace Hardware, ARCO and Au Bon Pain. The two divisions of Tridex have
sold more than 115,000 units in North America, Europe and Asia.
Sulcus Hospitality Technologies Corp. is a global leader in the design,
development and marketing of technology solutions that are used in the
hospitality and tourism markets to improve management of business-critical
information and data.
The statements contained in this release which are not historical facts
may be deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties, including, without
limitation, the completion of the contemplated merger, the results of
operations for both of the companies and other uncertainties detailed in both
companies' Securities and Exchange
<PAGE> 2
Commission filings.
CONTACT: Tridex Corporation
Seth M. Lukash, Chairman & CEO
(203) 226-1144
or
Sulcus Hospitality Technologies Corp.
Leon Harris, Chairman & CEO
(973) 376-7332 ext.19
or
TRDX's INVESTOR RELATIONS COUNSEL:
The Equity Group
Devin Sullivan, (212) 836-9608
Robert Goldstein (212) 371-8660
