SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 6, 1995
INTELLIGENT ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 0-15991 23-2208404
(State or Other Jurisdiction Commission (I.R.S. Employer
Incorporation or file number Identification
Organization) Number)
411 Eagleview Boulevard, Exton, Pennsylvania 19341
(Address of principal executive offices)
(610) 458-5500
(Registrant's telephone number, including area code)
Page 1 of 2 pages
Exhibit Index is on page 2 <PAGE>
Item 5. Other Events.
On March 6, 1995, Intelligent Electronics, Inc. (the "Company") and The
Future Now, Inc. ("TFN") executed a letter of intent setting forth their
mutual intentions with respect to the proposed acquisition by the Company of
all of the common stock of TFN in exchange for shares of common stock of the
Company. A copy of the letter of intent is attached hereto as Exhibit A.
The acquisition is subject to the execution of a definitive acquisition
agreement and the satisfaction of customary closing conditions, including
registration of the shares of common stock of the Company to be issued in the
acquisition with the Securities and Exchange Commission and receipt of third
party and governmental approvals, including approval of the acquisition by
shareholders of TFN.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits Sequentially
Numbered Page
A Letter agreement dated 3
March 6, 1995 between
the Company and TFN
SIGNATURE
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.
INTELLIGENT ELECTRONICS, INC.
Date: March 10, 1995 By: /s/ EDWARD A. MELTZER
---------------------------
Title: Vice President, Chief
Financial Officer and
Assistant Secretary
Exhibit A
March 6, 1995
The Future Now, Inc.
8044 Montgomery Road
Suite 601
Cincinnati, OH 45236
Attention: Terry L. Theye
Dear Mr. Theye:
This letter sets forth the mutual intentions of Intelligent
Electronics, Inc. ("Purchaser") and The Future Now, Inc. ("Company") with
respect to the proposed acquisition (the "Acquisition") by Purchaser of all
of the outstanding common stock of the Company (the "Company Stock").
Purchaser and the Company expect that the Acquisition will be consummated
through a merger (the "Merger") of the Company with a subsidiary of
Purchaser. Except as and to the extent set forth in the last sentence of
this paragraph and in Paragraphs 3, 4 and 5 of this letter, this letter
shall not create any obligations on the part of either Purchaser or
Company, but shall serve only as the basis for the preparation of a formal
written merger agreement (the "Merger Agreement") between Purchaser and
Company. Without limiting the generality of the foregoing, each of
Purchaser and the Company acknowledges that the other intends to perform a
standard due diligence investigation of it prior to execution and delivery
of the Merger Agreement. Purchaser and Company acknowledge and agree that
Purchaser's execution and delivery of this letter, and all actions taken
and to be taken by Purchaser in furtherance of the transactions
contemplated hereby, constitute an "exchange offer" for purposes of the
Standstill Agreement dated as of July 2, 1992 (the "Standstill Agreement")
between Purchaser and Company and will not be construed to have violated
the restrictions contained in the Standstill Agreement; it being further
agreed that except as set forth in this sentence, the Standstill Agreement
remains in full force and effect.
1. Merger Consideration. The consideration payable by
Purchaser for shares of Company Stock will consist solely of registered
shares of common stock of Purchaser ("Purchaser Stock") in a tax-free
transaction except that, with respect solely to those shareholders of
Company who properly perfect statutory appraisal rights under applicable
Ohio law, such consideration may consist of cash to the extent required by
applicable Ohio law and except that cash may be paid in lieu of issuance of
fractional shares of Purchaser Stock. The number of shares of Purchaser
Stock issuable in the Merger in exchange for each share of Company Stock
will be .6588. The shares of Purchaser Stock so issued shall be freely
transferable, subject to securities law restrictions on sales by
affiliates.
2. Merger Agreement. The terms and conditions governing the
Acquisition and the Merger will be contained in the Merger Agreement which
shall be subject in all respects to the mutual approval of Purchaser and
Company. Such terms and conditions shall include:
a. standard representations and warranties by Company and
Purchaser;
b. mutual agreements regarding preparation and filing of
Purchaser's Registration Statement on Form S-4 and all associated proxy
statements and the scheduling of a meeting of shareholders of Company to
approve the Merger;
c. agreement by Company to operate in the ordinary course,
and to refrain from taking certain actions (including stock issuances and
purchases and the payment of dividends or bonuses), prior to completion of
the Merger;
d. extension of the "non-solicitation" provision set
forth in Paragraph 3 below;
e. conditions to the obligations of Purchaser and Company
to consummate the Acquisition, including receipt of required third-party
and governmental approvals, receipt of Company shareholder approval,
expiration or termination of any waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act, absence of material adverse changes, absence of
injunctions and receipt of standard legal opinions;
f. additional conditions to the obligation of Purchaser to
consummate the Acquisition, including satisfaction of all restrictions in
Ohio law applicable to Purchaser's acquisition of Company Stock, submission
of notice of intent to perfect statutory appraisal rights by holders of
less than 2% of the outstanding shares of Company Stock and Purchaser
shareholder approval (if Purchaser determines that such approval is
necessary or appropriate);
g. additional conditions to the obligation of Company to
consummate the Acquisition, including Company shareholder approval and
receipt (not later than the execution and delivery of the Merger Agreement)
of a fairness opinion satisfactory to the Company's Board of Directors;
h. provisions, if appropriate, providing termination
rights based on the relative market prices of Purchaser Stock and Company
Stock at or about the closing date; and
i. customary provisions regarding termination of the
Merger Agreement and payments required as a consequence thereof.
3. Exclusivity Period. In order to induce Purchaser to proceed
with the Acquisition, Company agrees that it shall not, and it shall direct
its officers, directors, employees, representatives, investment bankers,
attorneys, accountants and other agents and affiliates (collectively,
"Representatives") not to, during the period commencing on the date hereof
and ending on the earlier of (i) April 7, 1995 and (ii) completion of the
Merger: subject to fiduciary duties of its Board of Directors under
applicable law, directly or indirectly, take any action to encourage,
solicit, initiate, discuss or negotiate with, or furnish any information
to, or afford any access to the properties, books or records of Company, to
any person (other than Purchaser and its Representatives) in connection
with any possible or proposed merger, consolidation, business combination,
liquidation, reorganization, sale or other disposition of a material amount
of assets, acquisition of a material amount of assets or similar
transactions involving Company.
4. Announcement. Company and Purchaser will cooperate with
respect to the form, content and timing of a press release announcing the
execution and delivery of this letter.
5. Expenses. In the event that the Merger Agreement is not
executed, each of Purchaser and Company shall be responsible for all
expenses incurred by it in connection with the transactions contemplated by
this letter.
If this proposal is acceptable, please so signify by signing and
returning the additional copy of this letter to Purchaser.
INTELLIGENT ELECTRONICS, INC.
By: /s/ Richard D. Sanford
------------------------
Its: Chairman and CEO
Agreed this 6th day
of March, 1995.
THE FUTURE NOW, INC.
By: /s/ Terry L. Theye
-------------------
Its: Chairman and CEO
