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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 4, 2000
SURGE COMPONENTS, INC.
(Exact name of registrant as specified in its charter)
New York 0-14188 11-2602030
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1016 Grand Boulevard
Deer Park, New York 11729
(Address of principal executive offices) (Zip Code)
(631)595-1818
(Registrant's telephone number, including area code)
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Item 5. Other Matters.
Pursuant to a Termination, Release and Debt Discharge
Agreement, dated as of December 4, 2000, we, Surge Components, Inc.,
memorialized the terms of our termination of the Asset Purchase Agreement, dated
December 8, 1999, between us and Global DataTel, Inc. We had terminated our
proposed acquisition of substantially all of the assets of Global on November 3,
2000. Under the termination agreement,
o the 239,000 shares of our Non-Voting Redeemable Convertible Series A
Preferred Stock that we previously issued to Global and were held in
escrow were returned to Surge for cancellation,
o we discharged approximately $3.25 million of our approximately $4.51
million of previous advances to Global and approximately $118,000 in
accrued interest in consideration of Global's release of Surge from
any claims, including, but not limited to, claims relating to the
asset purchase transaction which we terminated,
o we agreed to discharge the remaining $1.25 million principal amount of
our previous advances to Global, which is evidenced by a subordinated
convertible promissory note of Global payable to us, on December 4,
2001, if no claims are made against us or our affiliates prior to
December 4, 2001 relating to Global,
o Global assigned to us, all of Global's rights, title and interest to
certain proprietary property and the SolaWorks name, and will not
compete with us in the business of utilizing an open-source ASP
platform to provide customized Internet solutions, with certain
exceptions, in Latin America, and
o Global agreed to use its best efforts to cause us to be removed as a
guarantor and co-signer of a line of credit with CitiBank, NA.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Listed below are all exhibits to this Current Report on Form
8-K.
Exhibit
Number Description
------ -----------
10.1 Termination, Release and Debt Discharge Agreement, dated as of
December 4, 2000, by and among Global DataTel, Inc. and all of its
subsidiaries, Surge Components, Inc., GDIS Acquisition Corp. and
Superus Holdings, Inc.
10.2 Subordinated Convertible Promissory Note of Global DataTel, Inc.,
in the principal amount of $1,250,000 and payable to Surge
Components, Inc.
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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 hereunto duly authorized.
Dated: December 21, 2000
Surge Components, Inc,
By: /s/ Ira Levy
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Ira Levy, President
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EXHIBIT INDEX
Exhibit
Number Description
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10.1 Termination, Release and Debt Discharge Agreement, dated as of
December 4, 2000, by and among Global DataTel, Inc. and all of its
subsidiaries, Surge Components, Inc., GDIS Acquisition Corp. and
Superus Holdings, Inc.
10.2 Subordinated Convertible Promissory Note of Global DataTel, Inc.,
in the principal amount of $1,250,000 and payable to Surge
Components, Inc.
