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): April 28, 1997
SYNERGY MEDIA, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-128 47-0777141
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
2410 South 156th Circle, Suite 100, Omaha, Nebraska 68144
(Address of principal executive offices) (Zip Code)
(402) 334-5556)
(Registrant's telephone number, including area code)
Item 5. Other Information
On April 28, 1997, the Registrant announced it had entered into an agreement
with Digital Products Corporation, (DPC) a Florida corporation, a Debtor-In-
possession under Chapter 11 of the United States Bankruptcy Court, to provide
financing. Synergy Media, Inc., contemplates acquiring the assets of Digital
Products Corporation according to a reorganization plan to be filed by the
Debtor which will be subject to approval of the Bankruptcy Court and creditors
of Digital Products Corporation. (See Attached Agreement Letter)
Synergy Media, Inc., has formed a venture with the British company, ON
GUARD PLUS Ltd., a provider of electronic monitored house arrest products
("EMHA") and services in England and the European community, for the
initiative with DPC.
Digital Products Corporation is engaged in the design, fabrication and
marketing of electronic systems for the correctional services industries, as
well as the development and marketing of other electronic devices. The
company derives its revenues principally from sales and rentals to
governmental agencies.
Synergy does not have sufficient funds for the acquisition contemplated and
there can be no assurance that Synergy will obtain such funds. There can be
no assurance that the transaction contemplated will be approved by the
Bankruptcy Court and creditors of DPC.
<PAGE>
Attachment
Law Offices
FURR AND COHEN, P.A.
Interstate Plaza, Suite 412
1499 West Palmetto Park Road
Boca Raton, Florida 33488
Telephone (561) 395-0500
Fax (561) 338-7532
April 23, 1997
Michael Luther
Chairman of the Board
Synergy Media, Inc.
2410 South 156th Circle
Suite 100
Omaha, Nebraska 68130
RE: Digital Products, Corp.
Dear Mr. Luther:
This letter shall serve to confirm that Synergy Media, Inc. ("Synergy
Media") is prepared to advance, and that Digital Products Corporation ("DPC")
is prepared to request approval of, Post-Petition Financing upon the following
terms and conditions:
1. Synergy Media shall lend DPC up to a maximum of
$1,000,000.00 in Post-Petition DIP Financing (the
"Loan");
2. The Loan shall be secured by a first priority lien in
and upon the assets of DPC, except the technology and
intellectual property which serves as collateral for the
indebtedness owed to KBS Incorporated. Synergy Media
will be granted a second priority lien on the technology;
3. A minimum of $363,000.00 would be deposited in escrow
with the law firm of Furr and Cohen, P.A. Upon receipt
of the escrow, DPC shall file a motion with the
Bankruptcy Court seeking emergency approval of the
financing;
4. The proceeds of the initial advance shall be applied
first to satisfy the indebtedness to Tracking Systems,
Corp. In the amount of approximately $263,000.00. The
balance of approximately $100,000.00 shall be retained by
DPC as working capital;
5. Upon Court approval, DPC would execute a Promissory
Note, Security Agreement and Financing Statement in favor
of Synergy Media, the form and substance of which has
already been negotiated and has been accepted by both
Synergy Media and DPC; and
6. In the event that the request of DPC for Post-
Petition Financing is not approved by the Bankruptcy
Court, then the funds remitted by Synergy Media to Furr
and Cohen, P.A. as escrow agent shall be immediately
returned to Synergy Media.
If the foregoing accurately reflects the terms of our understanding,
please execute this letter on the line indicated and return a copy via
facsimile at your earliest opportunity.
Very truly yours,
FURR AND COHEN, P.A.
/s/ Jordi Guso
Jordi Guso
JG:
AGREED AND ACCEPTED:
/s/ Michael S. Luther /s/ Richard A. Angulo
Michael S. Luther, Richard A. Angulo, President
Chairman Digital Products Corp.
Synergy Media, Inc.
