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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): August 18, 2000
Dauphin Technology, Inc.
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(Exact name of Registrant as specified in its charter)
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ILLINOIS 3570 87-0455038
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(State or Other Jurisdiction (Primary Standard (I.R.S. Employer Number)
of Incorporation or Organization) Industrial Classification
Identification No.)
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800 E. Northwest Hwy., Suite 950, Palatine, IL 60067
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(Address of principal executive offices, including Zip Code)
(847) 358 4406
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 18, 2000 Dauphin Technology, Inc. (the "Company"), through its
wholly-owned subsidiary, ADD Acquisition Corp. ("Acquisition Corp"), completed
the acquisition of substantially all of the assets of T & B Design, Inc. (f/k/a
Advanced Digital Designs, Inc.)("ADD"), Advanced Technologies, Inc. ("ATI"), and
937 Plum Grove Road Partnership ("937") pursuant to an Asset Purchase Agreement
by and among the Company, Acquisition Corp., ADD, ATI, 937 and the stockholders
of ADD and ATI and partners of 937. The purchase price paid to ADD, ATI and 937
was $3 million in cash and $3 million to be held in escrow and disbursed in
accordance with the terms and conditions of an Escrow Agreement. The
consideration paid to ADD, ATI and 937 was based on the Company's evaluation of
the financial condition, business operations and prospects of ADD, and was
negotiated in an arms' length transaction among unrelated and unaffiliated (as
defined under Rule 144 promulgated by the Securities and Exchange Commission)
parties. The cash portion of the purchase was paid from the Company's working
capital. The cash put into escrow was received as a result of a cash drawdown
against the common stock purchase agreement between the Company and Techrich
International Limited dated April 9, 2000 and from working capital.
ADD and ATI specialize in telecommunications, especially wireless and
cable-based product development, as well as multimedia development, including
digital video decoding and processing. The Company will use the capabilities of
ADD and ATI to strengthen its core competency, high-tech design and overall
development of new technologies.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The Company will provide the financial statements required by paragraph (a)
of Item of Form 8-K, if any such information is required, by amendment to this
initial report of Form 8-K within 60 days of the date that this initial report
on Form 8-K must be filed with the Commission.
(b) Pro forma Financial Information
The Company will provide the pro forma financial information required by
paragraph (b) of Item 7 of Form 8-K, if any such information is required, by
amendment to this initial report on Form 8-K within 60 days of the date that
this initial report on Form 8-K must be filed with the Commission.
(c) Exhibits
2.1 Asset Purchase Agreement, by and among the Company, ADD Acquisition
Corp., T & B Design, Inc. (f/k/a Advanced Digital Designs, Inc.),
Advanced Technologies, Inc., 937 Plum Grove Road Partnership, the
Stockholders of T & B Design, Inc. and Advanced Technologies, Inc.
and the partners of 937 Plum Grove Road Partnership, dated August 18,
2000.
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2.2 Escrow Agreement, dated August 18, 2000, by and between ADD
Acquisition Corp., a subsidiary of Dauphin Technology, Inc., T & B
Design, Inc. f/k/a Advanced Digital Designs, Inc., an Illinois
corporation, Anthony Vitucci and Bruce Karsten, and National City
Bank of Michigan/Illinois.
20.1 Press release issued by the Company on August 21, 2000.
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.
Dauphin Technology, Inc.
Dated: August 28, 2000 By: /s/ Harry L. Lukens, Jr.
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Harry L. Lukens, Jr.
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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2.1 Asset Purchase Agreement, by and among the Company, ADD
Acquisition Corp., T & B Design, Inc. (f/k/a Advanced Digital
Designs, Inc.), Advanced Technologies, Inc., 937 Plum Grove Road
Partnership, the Stockholders of T & B Design, Inc. and Advanced
Technologies, Inc. and the partners of 937 Plum Grove Road
Partnership, dated August 18, 2000.
2.2 Escrow Agreement, dated August 18, 2000, by and between ADD
Acquisition Corp., a subsidiary of Dauphin Technology, Inc., T &
B Design, Inc. f/k/a Advanced Digital Designs, Inc., an Illinois
corporation, Anthony Vitucci and Bruce Karsten, and National
City Bank of Michigan/Illinois.
20.1 Press release issued by the Company on August 21, 2000.
