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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 15, 1996
ASA INTERNATIONAL, LTD.
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(Exact name of registrant as specified in its charter)
Delaware 0-14741 02-0398205
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10 Speen Street, Framingham, Massachusetts 01701
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (508) 626-2727
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TABLE OF CONTENTS
FORM 8-K
November 15, 1996
Item Page
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Item 5. Other Event 1
Item 7. Exhibits 1
Signatures 2
Exhibits E-1
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Item 5. Other Event
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ASA International Ltd. (the "Company") announced today that it
completed the acquisition of substantially all of the tangible and intangible
assets of Progressive Computer Systems, Inc. ("Progressive"), a Washington
corporation based in Kirkland, Washington. The Company acquired Progressive from
the Liquidating Receiver of the Superior Court of Washington for King County.
The total cash consideration paid by the Company was approximately $355,000.
Item 7. Exhibits
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The following exhibits are filed herewith:
Exhibit
No. Title
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2(a) First Amendment to the Asset Purchase Agreement (the "Purchase
Agreement") by and between the Company and Progressive dated
October 18, 1996.
2(b) Second Amendment to the Purchase Agreement dated November 15, 1996.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ASA International, Ltd.
By: /s/ Terrence C. McCarthy
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Terrence C. McCarthy
Vice President and Controller
Date: November 27, 1996
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Exhibit 2(a)
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AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment to Asset Purchase Agreement is executed in duplicate this
day of October, 1996, by PROGRESSIVE COMPUTER SYSTEMS, INC., a Washington
Corporation whose principal place of business is located at Suite 500, 12515
Willows Road, Kirkland, Washington 98034 ("Seller"), and ASA INTERNATIONAL,
LTD., a Delaware Corporation whose principal place of business is located at 10
Speen Street, Framingham, Massachusetts 01701 ("Buyer").
Paragraph 6 of the Asset Purchase Agreement is amended as follows:
6. INTERIM OPERATIONS. The parties recognize that a substantial portion of
the value of Seller's assets is derived of its customer good will and customer
list. The Buyer also recognizes that in its current financial condition, Seller
cannot continue to operate in the ordinary course of its business until closing.
Accordingly, before closing, Buyer shall fund Seller's operations pursuant to
the terms of this Section. Seller may request advances, of up to a maximum of
$50,000 per month, to fund shortfalls in paying current obligations. Such
funding shall continue for a period not to exceed 120 days by Seller making a
written request to Buyer, along with a proposed budget on how the advances are
to be spent, on or before the 30th day of each month, commencing August 30,
1996. Such advances shall be known as Operating Advances. Upon the filing of
Seller's petition for voluntary receivership, the parties shall jointly seek an
emergency order of the court providing for a cash collateral loan secured by a
lien against Seller's accounts receivable, including royalties owed by the
Purchaser pursuant to the source code license between the parties. Said security
shall be junior to the existing security interest in favor of The Enterprise
Bank. Seller shall use Operating Advances to pay its current obligations as the
same come due. Current obligations are those coming due within thirty (30) days.
Current Obligations include current portions of long-term debt, leases, and
executory contracts. To the extent that Operating Advances are not repaid with
as provided herein, such Operating Advances shall be treated as prepayment of
the purchase price, and shall be applied against the purchase price.
a. Contingency Loan. In the event that this transaction fails to close for
any reason, the Operating Advances shall be deemed to constitute loans to the
Seller. Upon termination of the parties' right and obligation to close pursuant
to Section 13 below, Seller shall execute a promissory note to Purchaser
substantially in the form attached as Exhibit B ("Operating Advance Note").
Simultaneously with execution of the Operating Advance Note, Seller shall grant
Purchaser a security interest in Seller's contract rights, accounts, and
accounts receivable by executing a security agreement substantially in the form
attached as Exhibit C and a UCC Form-1 Financing Statement.
b. Interim Receivables. During the period of interim operations, the
parties contemplate that Seller will continue selling its products and services
and will, as a consequence, continue to book accounts receivable. Receivables
booked during the period between execution of this agreement and
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closing shall be known as Interim Receivables. Collections on Interim
Receivables shall be paid to Buyer as received to repay Operating Advances. The
surplus of Interim Receivables over Operating Advances shall be shared equally
between Buyer and Seller, regardless of whether collected before or after
closing. Buyer shall apply such receipts against Operating Advances made by
Buyer. At closing, or upon termination of this agreement, if closing does not
occur, Buyer and Seller shall share equally the surplus of Interim Receivables
over Operating Advances.
Executed on the dates below indicated.
PROGRESSIVE COMPUTER SYSTEMS, INC.
By /s/ Mary Winter
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Mary Winter, President
Dated: 10/18/96
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ASA INTERNATIONAL, LTD.
By /s/ Alfred C. Angelone
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Alfred C. Angelone, Chief
Executive Officer
Dated: 10/25/96
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Exhibit 2(b)
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SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
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This Second Amendment to the Asset Purchase Agreement of August 30, 1996
(the "Agreement") between Progressive Computer Systems, Inc. ("PCS"), ASA
International, Inc. ("ASA"), and Richard Manning, Esq. ("Receiver") is executed
this 15th day of November 1996.
1. CONSTRUCTION. Except as expressly modified hereby, the terms of the
Agreement, and the First Amendment to the Agreement remain in full
force and effect. In the event of any conflict between this Amendment
and the Agreement (including the First Amendment to the Agreement), the
terms of this Second Amendment shall govern.
2. ASSUMPTION OF CERTAIN LIABILITIES. Between the date of the Agreement
and the date of this Amendment, PCS has booked receivables which,
pursuant to the Agreement, will be collected by ASA. To insure that PCS
customers obtain the benefits of their contracts with PCS, ASA does
hereby agree, to the extent that it obtains the right to collect
receivables, or any part thereof, it shall assume all of PCS'
obligations with regard to providing goods and services to which PCS is
obligated. Specifically, and without limiting the generality of the
forgoing, ASA shall assume PCS' obligations to Moores pursuant to that
certain Purchase Agreement between PCS and Moores.
3. TREATMENT OF CERTAIN DEPOSITS AS ADVANCES. The parties agree that
the deposit made by Moores should have been applied paid to ASA in
reduction of the interim loan which ASA made pursuant to Section 6(b)
of the Agreement. Such deposit was used for other purposes, including,
but not limited to the reduction of PCS' line of credit with Enterprise
Bank, a secured creditor. The parties agree that to the extent that the
Moores deposit was used for purposes other than that contemplated in
Section 6(b), that the deposit shall be deemed an further advance by
ASA.
4. RECEIVER'S CONSENT. By his signature below, Receiver does hereby
consent to the terms of this Second Amendment.
4. EXECUTION BY FACSIMILE AND IN COUNTERPARTS. The parties may execute
this Second Amendment to the Agreement in counterpart. Facsimile
transmissions of signatures, shall, for all purposes, be treated as
original signatures. This Second Amendment shall be effective upon the
transmission of a signature page duly executed by each part to the
others.
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Done the dates below indicated.
PROGRESSIVE COMPUTER SYSTEMS, INC., "PCS"
/s/ Mary L. Winter
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Dated: 11/15/96
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ASA INTERNATIONAL, INC.[sic], "ASA"
/s/ Alfred C. Angelone
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Dated: November 15, 1996
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RICHARD MANNING, ESQ., "RECEIVER"
/s/ Richard Manning
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Dated: 11/15/96
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