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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) April 28, 1997
BITSTREAM INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-21541 04-2744890
(State of incorporation or other (Commission File Number) (I.R.S. Employer Identification No.)
jurisdiction of incorporation)
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215 First Street, Cambridge, Massachusetts 02142
(Address of principal executive offices, including Zip code)
(617) 497-6222
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Bitstream Inc. (the "Company") acquired Archetype, Inc. ("Archetype"), a
Delaware corporation primarily engaged in the business of developing and
marketing server-based information management computer software for the graphic
arts industry, pursuant to an Agreement and Plan of Merger, dated March 27, 1997
(the "Merger Agreement") among the Company, Archetype, and Archetype Acquisition
Corporation ("A-Sub"), a newly organized wholly owned subsidiary of the Company.
Pursuant to the Merger Agreement, the acquisition was accomplished by merging
(the "Merger") Archetype into A-Sub. The Merger Agreement was previously filed
with the Securities and Exchange Commission in the Company's report on Form 10-K
for the fiscal year ended December 31, 1996 and is hereby incorporated by
reference in this report on Form 8-K.
Archetype's products include: MediaBank, a digital asset management
product that allows for the cataloging, archiving, and management of electronic
images, text and documents; InterSep OPI and InterSep Output Manager, advanced
open prepress interface and print management products for raster image
processors and servers; and NuDoc, an advanced document composition technology.
(a) The Merger was consummated on April 28, 1997. In connection with the
Merger, Archetype stockholders received an aggregate of approximately $1.3
million in cash and 510,000 shares of the Company's Class A Common Stock in
exchange for their shares of Archetype capital stock. In addition, the Company
satisfied approximately $1.6 million of obligations and indebtedness owed by
Archetype, and issued options and warrants (the "Options") to purchase
approximately 575,000 shares of the Company's Class A Common Stock, in order to
induce the former Archetype employees and other persons receiving such Options
to become employees of, or perform certain services for the Company and/or to
replace certain outstanding options and warrants issued by Archetype. Of these
Options, 375,000 have an exercise price of $.90 per share and were issued under
the Company's 1996 Stock Plan and the remaining 200,000 have an exercise price
of $3.94 per share and were issued under the Company's 1997 Stock Plan.
Out of the above described cash payments made and securities issued by the
Company on the consummation of the Merger, an aggregate of $295,334 in cash,
130,382 shares of Class A Common Stock and 32,460 Options issued to the former
Archetype stockholders in connection with the Merger were deposited with a third
party escrow agent to be held for up to one year to satisfy certain amounts
which may be payable to the Company in connection with certain adjustments which
may be made to the consideration payable under the Merger Agreement or certain
claims for indemnification which may be made by the Company under the terms of
the Merger Agreement.
In addition to the amounts set forth above, the Company may pay
approximately $24,000 in cash and issue approximately 36,000 shares of Class A
Common Stock to two former stockholders of Archetype who notified Bitstream that
they intend to seek appraisal for the shares of Archetype they hold if such
stockholders withdraw or fail to perfect their right to appraisal.
The consideration paid for Archetype's assets was determined by arms
length negotiations between the management of the Company and the management and
stockholders of Archetype all of whom were independent third parties having no
relationship or affiliation with the Company or any of its affiliates, directors
or officers.
The cash paid by the Company to satisfy outstanding obligations and
indebtedness of Archetype, as well as the cash paid in the Merger to the
stockholders of Archetype, was funded in part by the proceeds received by the
Company in its initial public offering of its Class A Common Stock, which was
completed in November 1996, and in part by working capital.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of the Business Acquired.
(1) It is contemplated that the required financial statements for the
acquired assets reported herein will be filed as soon as possible but no later
than 60 days after this report on Form 8-K is due to be filed, at which time,
this report on Form 8-K will be amended on a report on Form 8-K/A to reflect
such financial statements.
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(2) Reference is made to paragraph (1) above.
(3) Not applicable.
(b) Proforma Financial Information.
(1) It is impracticable to provide the required proforma financial
information relative to the acquisition of the assets acquired at the time this
report on Form 8-K is due to be filed. The proforma financial information
relative to the acquisition of the assets will be filed as it becomes available.
It is contemplated that this proforma financial information will be filed as
soon as possible but no later than 60 days after this report on Form 8-K is due
to be filed, and when such proforma financial information becomes available,
this report on Form 8-K will be amended on a report on Form 8-K/A as soon as
practicable to reflect the proforma financial information relative to the
acquisition of the assets, which will be no later than 60 days after the report
on this Form 8-K is due.
(c) Exhibits.
Exhibit Number Description of Exhibit
99(a) Agreement and Plan of Merger among Bitstream Inc.,
Archetype, Inc. and Archetype Acquisition
Corporation, dated March 28, 1997. Incorporated by
reference to Exhibit 10.10 of the report of the
Registrant on Form 10-K for the fiscal year ended
December 31, 1996.
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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 its behalf by the
undersigned thereunto duly authorized.
Date: May 9, 1997 Bitstream Inc.
By: /s/ James D. Hart
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Vice President
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EXHIBIT INDEX
The following designated exhibits are filed herewith:
Exhibit
99(a) Agreement and Plan of Merger among Bitstream Inc.,
Archetype, Inc. and Archetype Acquisition
Corporation, dated March 28, 1997. Incorporated by
reference to Exhibit 10.10 of the report of the
Registrant on Form 10-K for the fiscal year ended
December 31, 1996.
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