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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) November 13, 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 November 13, 1998 completed, subject to
certain post-closing requirements, the acquisition of all of the issued and
outstanding common stock of the Company known as, RDS Research Distribution
Services, Inc. ("RDS"), from its sole stockholder, Matti Kon. Mr. Kon is the
Chairman and Chief Executive Office of the Company. RDS is a New York-based
provider of intelligent fulfillment and distribution services to the research
report production industry. The Company purchased all of the outstanding common
stock of RDS for the aggregate sum of $1,060,000. The sum of $60,000 was agreed
to be paid, partly on closing, and the balance within fourteen (14) days of
closing. The Company issued a Promissory Note to Mr. Kon, for the balance of the
purchase price. The Note was for the sum of $1,000,000, payable in forty (40)
equal monthly installments of $25,000 each month, inclusive of interest. As a
part of the purchase of stock agreement, the parties agreed that the payment on
the first six monthly Promissory Notes are to be paid to Mr. Kon from an escrow
account maintained by MTB Bank ("Bank"), the Company's lending institution,
subject to the Bank's agreement to release the payments to Mr. Kon.
RDS, as of September 30, 1998, had a net worth of $429,901 and for the
nine (9) months ended September 30, 1998 earned $132,553 before taxes.
Mr. Kon, the sole stockholder of RDS, and the Seller are deemed
affiliates of the Company, as he serves as Chairman and Chief Executive Officer
of the Company.
ITEM 7. Financial Statements and Exhibits.
The Company will file a supplemental Form 8-K Report containing
certified Financial Statements of RDS as of the purchase date, and all required
proforma information.
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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
November 13, 1998
INFORMATION MANAGEMENT
TECHNOLOGIES CORPORATION
IMTECH
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(Registrant)
/s/ Joseph Gitto
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JOSEPH GITTO
President and Chief Financial Officer
