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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: November 29, 1996
VIEW TECH, INC.
(Exact name of the registrant as specified in its charter)
DELAWARE 0-25940 77-0312442
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) I.D. Number)
950 FLYNN ROAD, CAMARILLO, CALIFORNIA 93012
(Address of principal executive offices) (Zip Code)
(805) 482-8277
Registrant's telephone number,
including area code
N/A
(Former name or former address, if changed from last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 29, 1996, View Tech, Inc. ("View Tech") completed the
acquisition of all of the outstanding shares of USTeleCenters, Inc. ("UST") in
exchange for approximately 2,240,976 shares of View Tech Common Stock. As a
consequence of the acquisition, UST will merge with and into View Tech
Acquisition, Inc., which will change its name and continue to operate under the
name of USTeleCenters, Inc. Reference is made to View Tech's Form S-4 (SEC File
No. 333-13459), which is incorporated herein by reference, and contains a
detailed description of how View Tech determined the purchase price for UST and
also lists the different relationships among the parties to the transaction.
Also attached herewith as Exhibit 1 and incorporated herein by reference is a
copy of the press release announcing the completion of the acquisition of UST by
View Tech.
ITEM 7. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Exhibit 1. Press Release dated December 3, 1996 announcing the completion of
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the merger between View Tech and UST.
Financial statements are not being filed with this report on Form
8-K; however, View Tech will file such financial statements as an amendment to
this Form 8-K on or before February 14, 1997.
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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 duly authorized.
VIEW TECH, INC.
December 3, 1996 BY: /s/ William M. McKay
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Date William M. McKay
Chief Financial Officer
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Exhibit 1
For Further Information:
CONTACT: ROBERT G. HATFIELD FRANKLIN A. REECE, III
Chairman and CEO Chairman and President
or USTELECENTERS, INC.
William M. McKay (617) 439-9911
Chief Financial Officer and Treasurer
VIEW TECH, INC.
(805) 482-8277
William F. Coffin
President
COFFIN * KCSA
(818) 789-0100
For Immediate Release:
December 3, 1996
VIEW TECH, INC. AND USTELECENTERS, INC.
ANNOUNCE CLOSING OF MERGER
....MAKING THE COMBINED COMPANY A NATIONWIDE FULL SERVICE
TELECOMMUNICATIONS COMPANY...
CAMARILLO, CA/BOSTON, MA, December 3, 1996--View Tech, Inc. (NASDAQ/NMS:VUTK),
a leader in video communications, and USTeleCenters, Inc., one of the oldest and
largest authorized sales agents for the Regional Bell Operating Companies
(RBOC's), announced today the closing of the merger between View Tech and
USTeleCenters effective Friday, November 29, 1996. The merger was initially
approved at each company's respective shareholders' meeting held on November 26,
1996. With the completion of the merger, View Tech is uniquely positioned in
the voice, video and data communications market to continue to expand nationally
and take full advantage of the many opportunities now available to the combined
company.
Robert G. Hatfield, Chairman and CEO of View Tech, Inc. remarked on the closing
of the merger, "Having completed the merger is extremely significant to our
shareholders, our Company and the customers we serve. View Tech can now offer
an entire package of communications products to the business, education and
medical communities, including voice, video and data networks, bridging,
Internet access and services including engineering, maintenance and training."
Mr. Hatfield added, "Our combined company will work diligently to maintain the
high quality level of service that our customers are accustomed to while
striving to integrate the two companies and take full advantage of the increased
capabilities and overall synergy provided by the merger. In addition, the
merger will substantially enhance our revenue generation capabilities, for
example, assuming the merger had been completed prior to June 30, 1996, the pro
forma combined revenues for the year then ended would have been approximately
$33 million on a profitable basis."
Franklin A. Reece, III, Chairman and President of USTeleCenters commented on the
merger, "We think this is truly a win-win business combination. We expect our
clients, customers, employees, and shareholders will all be winners. The
winning combination of bundled product offerings to customers, our quality,
service-oriented employees and nationally recognized clients will give our new
business a dynamic platform upon which to build communication solutions and
services from coast to coast."
-More-
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View Tech, Inc.
USTeleCenters, Inc.
December 3, 1996
Page Two
Mr. Hatfield continued, "Both View Tech and USTeleCenters bring to the
communications industry some of the most talented people in the industry. We
are all firmly committed to continuing to provide our customers and clients with
the finest communications products and services available."
About View Tech, Inc.
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View Tech, Inc., founded in 1992, is a leader in the marketing, integration and
installation of video communication systems and related technology applications.
View Tech provides engineering, consulting, training and maintenance services
for its entire installed customer base. The company's products and services
enable its customers to engage in face-to-face discussions and meetings anywhere
in the world through advanced video digital networks.
About USTeleCenters, Inc.
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USTeleCenters, Inc., founded in 1986, is a single source provider of voice,
video and data equipment, network services and bundling telecommunications
solutions for business customers. The company has equipment distribution
partnerships with Ascend, Northern Telecom, PictureTel and markets network
services nationally through agency agreements with Bell Atlantic, GTE, NYNEX,
Southwestern Bell and Sprint.
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