SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) March 23, 1995
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ZING TECHNOLOGIES, INC.
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Exact Name of Registrant as Specified in Charter)
New York 0-14328 13-2650621
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
115 Stevens Avenue, Valhalla, New York 10595
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(Address of Principal Executive Offices (Zip Code)
Registrant's telephone number, including area code (914) 747-7474
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(Former Name or former Address, if Changed Since Last Report)
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Item 5. Other Events
On March 23, 1995 the Board of Directors of Zing Technologies, Inc.
("Zing") approved an Agreement and Plan of Merger (the "Merger Agreement")
with Zing Merger Co., Inc., a New York corporation ("MergerCo") wholly
owned by Zing's principal shareholder, Robert E. Schrader, and his wife,
Deborah J. Schrader (collectively, the "Schraders"), pursuant to which
MergerCo will be merged with and into Zing and Zing will distribute to each
Zing shareholder other than the Schraders ("Zing Public Shareholders") his
or her pro rata share of substantially all of Zing's assets. After such
merger (the "Merger"), the Schraders will be the only shareholders of Zing
and Zing will own the Schraders' pro rata share of Zing's assets, as the
surviving corporation of the Merger.
Upon consummation of the Merger, Zing's two subsidiaries, Transition
Analysis Component Technology, Inc. ("TACTech") and Omnirel Corporation
("Omnirel"), will become public companies. As part of the proposed
transaction it is contemplated that each Zing Public Shareholder will
receive for each share of Zing common stock a cash distribution estimated
to be $1.25 per share, a pro rata portion of TACTech common stock, $.01 par
value (the "TACTech Common Stock"), one share of Omnirel cumulative
preferred stock, $.01 par value (the "Omnirel Preferred Stock"), one share
of Omnirel common stock, $.01 par value (the "Omnirel Common Stock") and a
deferred payment right representing such Public Shareholders' pro rata
interest in the remaining cash and substantially all of the other assets of
Zing, subject to liabilities of Zing in respect of events occurring prior
to or as a result of the Merger. The fund for payment of such deferred
payment right will initially have approximately $2 million. Such fund will
earn interest and be the recipient of all of the up to $2 million contingent
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purchase price receivable from Arrow Electronics, Inc. in connection
with Zing's sale of a substantial portion of its assets to Arrow
Electronics in 1993, as well as various loans payable to Zing, the largest
of which is in the amount of $250,000. After payment of taxes and other
liabilities it is contemplated that the net amount, if any, of this fund
will be distributed to the Zing Public Shareholders on or about December
31, 1999, subject to the final resolution of any pending audit or
litigation at that time which could affect the net amount of such fund. It
is contemplated that the Omnirel Preferred Stock will have an aggregate
liquidation and redemption preference of $3,500,000, with a cumulative
preferred dividend at a rate to be determined.
On April 3, 1995 Zing filed a preliminary proxy statement with the
Securities and Exchange Commission setting forth in detail the terms of the
Merger Agreement. The affirmative vote of at least 66 2/3% of the outstanding
Zing shares is required for the Merger Agreement to be approved.
Registration Statements will be filed for the TACTech Common Stock and the
Omnirel Preferred and Common Stock.
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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.
ZING TECHNOLOGIES, INC.
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(Registrant)
Date April 12, 1995 By: /s/ Martin S. Fawer
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Martin S. Fawer
Chief Financial Officer
