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 18, 1996
IMGE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-8354 95-2094565
(Commission File No.) (I.R.S. Employer
Identification No.)
285 Tanglewood Crossing
Lawrence, New York 11559
(Address and Zip Code of Principal Executive Offices)
(516) 239-8067
Registrant's telephone number, including area code
Not Applicable
(Former name or former address,
if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to an Agreement, dated June 18, 1996 (the "Acquisition
Agreement"), between nStor Corporation, Inc. ("nStor"), a Delaware
corporation, and Registrant, on June 18, 1996 (the "Closing Date")
Registrant acquired 80% of nStor's outstanding shares of capital
stock from nStor for $500,000 in cash. On the Closing Date, nStor
acquired certain assets and assumed certain liabilities (the
"Business") of Seagate Peripherals, Inc. ("Seagate"), pursuant to
an Asset Purchase Agreement, dated as of May 23, 1996, as amended,
between Seagate, as seller, and Intelligent Manufacturing Systems,
Inc. ("IMS"), as purchaser. In connection with the Acquisition
Agreement, IMS assigned its rights under the Asset Purchase
Agreement to nStor. Seagate consented to the assignment and
acknowledged and agreed that nStor was entitled to rely upon and
enforce all representations, warranties, covenants and agreements
of Seagate contained in said Asset Purchase Agreement.
The Business acquired by nStor from Seagate consisted of the
Seagate Storage Systems Group (formerly Conner Storage Systems
Corp.). As a result of the acquisition, nStor currently produces
and markets the nStor product line, which provides users with high
capacity storage and uninterrupted access to data, and features a
full line of robust, fault tolerant Redundant Array of Independent
Disks (RAID) subsystems, designed for use in heterogeneous
environments, particularly for storage-hungry applications such as
video, document imaging, multimedia, internet applications, or
transaction-heavy environments, such as banking and order entry
systems.
R. Daniel Smith ("Smith") is the sole owner and Chief Executive
Officer of IMS and owns the remaining 20% of the outstanding shares
of capital stock of nStor. On the Closing Date, nStor, Smith and
Registrant executed a Letter Agreement pursuant to which nStor and
Smith agreed to enter into an Employment Agreement within 60 days
thereof, for a term of a minimum of three (3) years, whereby Smith
will: (1) become President, Chief Executive Officer and a director
of nStor; (2) receive a base salary of $150,000 per year with
annual increases based on nStor's performance; (3) participate in
a bonus compensation package consisting of 20% of nStor's
cumulative net operating profit; and (4) execute a standard non-compete
agreement. On the Closing Date, Registrant loaned $316,000 to nStor pursuant
to a Promissory Note, dated June 18, 1996, which matures on
September 17, 1996, bears interest at ten percent (10%) per annum,
is collateralized by substantially all the assets of nStor and is
guaranteed by Smith, which guaranty is collateralized by a
collateral assignment to Registrant of Smith's 20% interest in
nStor. Registrant further provided a $1,500,000 revolving line of
credit pursuant to a Promissory Note, dated June 18, 1996, which
matures on June 17, 1999, bears interest at ten percent (10%) per
annum, is collateralized by substantially all the assets of nStor
and is guaranteed by Smith. Smith's guaranty is collateralized by
a collateral assignment to Registrant of Smith's 20% interest in
nStor and terminates 60 days from the Closing Date.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial
statements required by this Item 7(a). In accordance with Item
7(a)(4) of Form 8-K, such financial statements shall be filed by
amendment to this Form 8-K no later than 60 days after July 3,
1996.
(b) Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the pro forma financial
information required by this Item 7(b). In accordance with Item
7(b) of Form 8-K, such financial statements shall be filed by
amendment to this Form 8-K no later than 60 days after July 3,
1996.
(c) Exhibits.
Description of Documents (to be filed by Amendment)
10.1 Agreement, dated June 18, 1996, between nStor
Corporation, Inc. ("nStor") and IMGE, Inc. ("IMGE").
10.2 Asset Purchase Agreement, dated as of May 23, 1996,
between Seagate Peripherals, Inc. ("Seagate"), as seller
and Intelligent Manufacturing Systems, Inc. ("IMS"), as
purchaser.
10.3 Amendment No.1 to the Asset Purchase Agreement, as of
June 4, 1996, between Seagate and IMS.
10.4 Assignment of Asset Purchase Agreement by IMS to nStor.
10.5 Consent to Assignment of Asset Purchase Agreement by
Seagate.
10.6 Shareholders Agreement, dated June 18, 1996, among nStor,
IMGE and Smith.
10.7 $316,000 Promissory Note from nStor to IMGE.
10.8 $1,500,000 Promissory Note from nStor to IMGE.
10.9 Continuing Unlimited Guaranty by Smith regarding $316,000
Promissory Note.
10.10 Continuing Unlimited Guaranty by Smith regarding
$1,500,000 Promissory Note.
10.11 Hypothecation Security Agreement by Smith regarding
$316,000 Promissory Note.
10.12 Hypothecation Security Agreement by Smith regarding
$1,500,000 Promissory Note.
10.13 Letter Agreement among nStor, Smith and IMGE.
10.14 Letter to nStor, dated June 18, 1996, by IMGE.
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, Registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
IMGE, INC.
/s/ Michael Wise
_________________________
Michael Wise, President
Date: July 2, 1996
