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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 (DATE OF EARLIEST EVENT REPORTED): JULY 16, 1998
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AMERIQUEST TECHNOLOGIES, INC.
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(Exact name of registrant specified in Charter)
DELAWARE 1-10397 33-0244136
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
425 PRIVET ROAD
HORSHAM, PENNSYLVANIA 19044
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(Address of principal executive offices) Zip Code
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (215) 675-9300
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Not Applicable
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(Former name and former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
On July 20, 1998, AmeriQuest Technologies, Inc. (the "Company"), Listen Group
Partners, LLC ("Listen Group"), and Computer 2000 AG and Computer 2000, Inc., a
wholly-owned subsidiary of Computer 2000 AG (collectively, "Computer 2000"),
consummated the transactions (the "Transaction") contemplated by the Disposition
and Reorganization Agreement (the "Agreement") executed by them, and announced
by the Company, on July 2, 1998.
Listen Group is an entity owned and managed by the Company's senior management:
Alexander C. Kramer, the Company's President and Chief Executive Officer, and
Jon Jensen, the Company's Financial officer and Chief Operating Officer.
As a result of the consummation of the Transaction, Listen Group acquired the
36,349,878 shares of the Company's common stock, par value $0.01 per share
("Common Stock"), owned by Computer 2000 for $1.00. Such shares represent
approximately 54% of the outstanding shares of Common Stock.
In addition, among other things:
o Computer 2000 contributed to the capital of the Company approximately
$28 million in intercompany debt and an additional $3 million in cash;
o the Company redeemed and canceled 300,000 shares of Series H Cumulative
Convertible Preferred Stock (the "Preferred Stock"), which were
convertible into 41,958,042 shares of Common Stock, held by Computer
2000;
o the Company canceled the achievement warrants equivalent to 7,035,280
shares of Common Stock and a maintenance option equivalent to 2,357,235
shares of Common Stock, held by Computer 2000;
o as a result of the Transaction, the number of outstanding shares of
Common Stock, on a fully diluted basis, was reduced from approximately
118 million to approximately 67 million;
o a total of 6.7 million additional shares of Common Stock was reserved
for issuance to AmeriQuest employees as incentive compensation;
o Listen Group and the Company obtained the release of Computer 2000 from
all guarantees of the Company's obligations;
o Computer 2000's representatives on the Company's Board of Directors,
Harry Krischik, Manfred H. Guenzel, Richard Obermaier and Anton Roedl,
resigned, and there are no arrangements or understandings with respect
to the election of replacement directors,
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other than an expectation that Jon Jensen will promptly be elected to
fill one of the vacancies;
o Listen Group and the Company are jointly and severally indemnifying
Computer 2000 and its director designees against any damages arising
following the closing of the Transaction due to actions taken with
respect to AmeriQuest prior to the closing;
o Listen Group paid approximately $220,000 for transaction related
expenses, including a D&O insurance tail policy covering Computer 2000
and the current directors of AmeriQuest and the $1 direct consideration
which was funded with capital contributions by Messrs. Kramer and
Jensen to Listen Group;
o Messrs. Kramer and Jensen waived the change of control provisions in
their respective employment agreements with the Company with respect to
the Transaction; and
o the Company entered into a $10 million asset-backed line of credit with
Fleet Capital Corporation replacing the Company's prior line of credit
with IBM Credit Corporation.
This summary description of the Agreement and the Transaction does not purport
to be complete and is qualified in its entirety by reference to the Agreement
which appears on Exhibit 10.1 to the Company's Current Report on Form 8-K, dated
July 6, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
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99.1 Press Release dated July 20, 1998.
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Signature
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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 thereunto duly authorized.
AMERIQUEST TECHNOLOGIES, INC.
By: /s/ Alexander C. Kramer
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Name: Alexander C. Kramer
Title: President
Dated: July 24, 1998
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Exhibit No. Exhibit Page
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99.1 Press Release dated July 20, 1998.
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Exhibit 99.1
AMERIQUEST MANAGEMENT COMPLETES TRANSACTION
TO BUY COMPUTER 2000 STAKE IN AMERIQUEST
Horsham, PA, July 20, 1998
AmeriQuest Technologies, Inc. (OTC Bulletin Board:AMQT-news) announced today
that Listen Group Partners, LLC, a group headed by AmeriQuest's senior
management, Alex Kramer (CEO) and Jon Jensen (CFO), completed the transaction to
acquire the 36,349,878 shares of AmeriQuest common stock owned by Computer 2000.
In taking over majority control of AmeriQuest from Computer 2000, AmeriQuest's
management arranged for a new $10 million asset-backed bank credit line for
AmeriQuest, obtained the release of Computer 2000 and its affiliates from all
guarantees of AmeriQuest obligations, and paid certain transaction costs
totaling approximately $220,000.
As part of the transaction, Computer 2000 contributed to the capital of
AmeriQuest approximately $28 million in intercompany debt obligations and an
additional $3 million in cash. AmeriQuest redeemed all of the outstanding
AmeriQuest preferred stock held by Computer 2000, convertible into approximately
42 million common shares, and cancelled all outstanding AmeriQuest options and
warrants held by Computer 2000. As a result of the transaction, the number of
outstanding shares of AmeriQuest, on a fully diluted basis, was reduced from
approximately 118 million to approximately 67 million. The Board of Directors of
the Company has agreed to reserve 6.7 million of the cancelled shares of common
stock for future issuance to AmeriQuest employees as incentive compensation
pursuant to terms to be approved by the outside directors of the board.
AmeriQuest Technologies, Inc. is a distributor of computer technology solutions
to value-added resellers (VARs) and systems integrators. In addition to
distribution of Servers, Wide Area Networking, Mass Storage Subsystems, and
Peripherals, AmeriQuest provides pre and post sales engineering, logistics,
financial and marketing services to its customers.
