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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported) JULY 24, 1998
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INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION
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(Exact name of Registrant as specified in its Charter)
DELAWARE
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(State of other jurisdiction of incorporation)
0-16753 58-1722085
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Commission File No. I.R.S. Employer Identification
130 CEDAR STREET, NEW YORK, NY 10006
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Address of principal Zip Code
executive offices
(212) 306-6100
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Registrant's telephone number,
including area code
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The Registrant ("Company") on July 24, 1998, completed the acquisition of
all of the issued and outstanding common stock of the Company known as KRL
Litho, Inc. d/b/a The Skillcraft Group ("KRL") from Harold Russell and Jeffrey
Craugh. KRL is engaged in the business of providing graphic communications
including financial research report reproduction, commercial printing, graphic
arts design and fulfillment services. The Company purchased all of the
outstanding common stock of KRL for the aggregate sum of $9,000,000. The sum of
$5,000,000 was paid on closing, on a pro rata basis, to Messrs. Russell and
Craugh ($2,963,000 for the purchase of 10 shares of common stock of KRL to Mr.
Russell; and $301,000 for the purchase of .845 shares of common stock of KRL to
Mr. Craugh).
In addition, two (2) Serial Promissory Notes, payable over a 40-month
period commencing in the fourth month from closing, were issued as follows:
$3,633,320 to Harold Russell; $366,680 to Jeffrey Craugh. The Notes are payable
at the rate of an aggregate of $100,000 per month, for 40 months, for a total of
$4,000,000.
The purchase of the shares of KRL was made through the Company's 100%,
wholly-owned subsidiary, Halcon Acquisition Corp. As a part of purchase
transaction, the Company was required to guarantee the Promissory Notes issued
by Halcon in payment of the purchase price. Additionally, Halcon entered into
Employment Agreements with Messrs. Russell and Craugh for a period of 43 months,
and granted Harold Russell 100,000 options and Jeffrey Craugh 300,000 options at
a strike price of $.9625 for a term of five (5) years.
The Company obtained the funds for the initial down payment of $5,000,000
as a result of the issuance of a 12% subordinated convertible debenture in the
sum of $4,000,000 and an additional $1,000,000 from a financing arrangement with
GE Capital Corp. Neither Messrs. Russell nor Craugh are affiliated or
associates of the Company or any of its Officers and Directors.
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ITEM 7. FINANCIAL STATEMENTS
The Company will file a supplemental form 8K containing certified financial
statements of KRL as of the purchase date, and all other required pro-forma
information.
EXHIBITS
1) Copy Press Release issued on July 27, 1998
SIGNATURES
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.
Dated: New York, New York
July 31, 1998
INFORMATION MANAGEMENT
TECHNOLOGIES CORPORATION
IMTECH
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(Registrant)
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JOSEPH GITTO
President and Chief
Financial Officer
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IMTECH CORPORATION PRESS RELEASE
For Immediate Release For Further Information Contact:
Joseph Gitto, President and CFO
(212) 306-6201
IMTECH CORPORATION ACQUIRES THE SKILLCRAFT GROUP
NEW YORK, NEW YORK - JULY 27, 1998 - Information Management Technologies
Corporation (IMTECH) (NASDAQ: IMTKA (Class A Common Stock)) announced today that
it has completed the acquisition of KRL Litho (d/b/a The Skillcraft Group), a
leading provider of commercial printing, graphic arts design, and fulfillment
services located in New York City. The terms of the acquisition are not
immediately available.
"The marriage of IMTECH and Skillcraft," says Matti Kon, Chairman and CEO of
IMTECH Corporation, "realizes complementary strengths until now existing
separately at each organization." Plans for integrating the two companies
include operating The Skillcraft Group and IMTECH as separate divisions under a
new consolidated management entity named SkillTech Global Graphics and
Communications, Inc. (SkillTech).
"By creating SkillTech," says Kon, "we are leveraging the combined abilities of
both organizations to serve existing clients better and to develop new products
and new opportunities with clients in the financial services and investment
banking industries and beyond." According to another IMTECH spokesperson, it is
anticipated that the combined entities will immediately generate revenues in
excess of (US) $20 million. Furthermore, exceptional growth opportunities are
readily available through cross-selling to the combined organization's diverse
client base.
Harold Russell, former principal and president of The Skillcraft Group, will
remain active with the company as president of The Skillcraft Division of
SkillTech. According to Russell, the acquisition is the result of a common
vision to integrate the two entities and provide clients an increased variety
and level of service. "Both companies have experienced mergers and acquisitions
on the client-side that sometimes benefit and other times disrupt the client
base. The combined entity will be fully prepared to provide a broader range of
services from on demand to commercial printing needed by new 'mega-clients'
created by recent mergers."
IMTECH Corporation's operations include on demand services supported by small to
medium format, traditional and digital press and high speed duplication systems.
IMTECH's partnership with technology service providers has enabled it to
integrate cutting-edge printing and duplication methods, to develop
sophisticated production management systems, and to provide technology support
to its global client base.
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The Skillcraft Group's operations include both digital and traditional prepress
facilities, along with large format press machines producing finished materials
ranging to five-color and more. The company has operated for 32 years and
maintains a global presence supported by established global partnerships in
Europe and Asia.
The statement in this press release that relate to future plans, events or
performance are forward-looking statements that involve risks and uncertainties,
including risks associated with uncertainties pertaining to customer orders,
demand for products and services, development of markets for the Company's
products and services and other risks identified in the Company's SEC filings.
Actual results, events and performance may differ materially. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligation to
release publicly the result of any revisions to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence if unanticipated events.
IMTECH provides on-site and off-site outsourcing services to firms in the
services sector. These services include Research Report Services, Laser
Printing, Global Print-on-Demand and Distribution, Legal Duplication, and
Facilities Management Services.
