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): December 1, 1997
SED INTERNATIONAL HOLDINGS, INC.
(formerly known as Southern Electronics Corporation)
(Exact name of registrant as specified in its charter)
Delaware 0-16345 22-2715444
(State of (Commission File No.) (I.R.S. Employer
incorporation) Identification No.)
4916 North Royal Atlanta Drive
Tucker, Georgia 30085
(Address of principal executive offices, including zip code)
(770) 491-8962
(Registrant's telephone number, including area code)
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Items 5. Other Events.
On December 1, 1997 (the "Closing Date"), SED International, Inc.,
a Delaware corporation ("SED") and wholly-owned subsidiary of SED
International Holdings, Inc., a Delaware corporation ("Registrant"),
acquired all of the outstanding capital stock of Magna Distribuidora
Ltda., a Brazilian limited liability corporation, in consideration for
69,109 shares of common stock, $.01 par value per share, of the
Registrant (the "Common Stock") and cash and/or additional shares of
Common Stock to be based on the financial performance of Magna
Distribuidora Ltda. for a specified period following the Closing Date
pursuant to that certain Stock Purchase Agreement dated November 27,
1997 among SED, Magnasoft Informatica Ltda., a Brazilian limited
liability corporation, and Supriserv Informatica Ltda., a Brazilian
limited liability corporation. Following the closing, Magna
Distribuidora Ltda. changed its corporate name to SED Magna
Distribuidora Ltda. ("SED Magna"). In addition, SED agreed to provide
SED Magna funds for working capital in the form of equity and
debt. The foregoing description of the acquisition of SED Magna is
qualified in its entirety by reference to the press release attached
hereto as Exhibit No. 99 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
99 Press Release dated December 2, 1997, regarding the
acquisition of Magna Distribuidora Ltda.
Item 9. Sales of Equity Securities Pursuant to Regulation S
On December 1, 1997, in connection with the acquisition of all of
the outstanding capital stock of SED Magna, the Registrant issued
69,109 shares of Common Stock to the former shareholders of Magna
Distribuidora Ltda. as partial consideration of the acquisition price.
The shares were sold outside the United States in reliance on multiple
exemptions from registration including, without limitation, Regulation
S promulgated under the Securities Act of 1933, as amended.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
behalf of the undersigned hereunto duly authorized.
SED INTERNATIONAL HOLDINGS, INC.
Date: December 15, 1997 By: /s/ LARRY G. AYERS
Larry G. Ayers
Chief Financial Officer, Vice President-
Finance, Treasurer and Secretary
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EXHIBIT INDEX
Exhibit No. Document
99 Press Release dated December 2, 1997 regarding the
acquisition of Magna Distribuidora Ltda.
<PAGE>
EXHIBIT 99
NEWS
SED INTERNATIONAL HOLDINGS, INC. Contact: Ray D. Risner
4916 North Royal Atlanta Drive President and COO
Atlanta, Georgia 30084 (770) 491-8962
SED INTERNATIONAL, INC.
ANNOUNCES INVESTMENT IN BRAZIL
Atlanta, Georgia (December 2, 1997) -- SED International, Inc.,
the operating company of SED International Holdings, Inc. and
Magna Distribuidora of Sao Paulo, Brazil, have formed a new
company with the name of SED Magna Distribuidora to distribute
computer peripheral products throughout Brazil. Magna
Distribuidora and associated companies have contributed its
existing businesses into the new company and SED International
has capitalized the Company so as to accelerate its growth in the
Brazilian computer and wireless markets. The management of Magna
Distribuidora and associated companies has agreed to continue to
manage the new company.
Gerald Diamond, Chairman and Chief Executive Officer of SED
International, Inc. stated, "We are extremely pleased to join
forces with the management of Magna Distribuidora and associated
companies. This is SED's first major investment abroad about
which we are very optimistic based on the quality of management,
vendor lines and customers that Magna Distribuidora brings to SED
International."
Jose de Miranda Dias will continue to serve as President of
Magna Distribuidora in Brazil. He stated, "We are excited about
the opportunities to expand our business in Brazil and the new
association with SED International that this arrangement brings
to Magna Distribuidora."
SED International is a leading international distributor of
microcomputer products, including personal computers, printers
and other peripherals and networking products throughout the
United States and Latin America to value-added resellers and
retailers. SED International also distributes wireless telephone
products in the United States and Latin America. SED
International offers a broad inventory of more than 3,500
products from approximately 125 market-leading vendors.
Headquartered in Atlanta, with a distribution center in City of
Industry, Ca., and an export facility in Miami, Fl., SED
International continues to expand to reach a growing global
market. More information about SED International can be found on
its website at http://www.sedonline.com. SED International is a
subsidiary of SED International Holdings, Inc., whose stock is
traded on the NASDAQ National Market under the symbol SECX.
