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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 31, 1997
ADVANTAGE MARKETING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 33-80629 73-1323256
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2601 NORTHWEST EXPRESSWAY, SUITE 1210W
OKLAHOMA CITY, OKLAHOMA 73112-7293
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 842-0131
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to a Stock Purchase Agreement having an effective date of January
31, 1997, (the "CII Purchase Agreement"), the Company acquired all of the issued
and outstanding capital stock of Chambre International, Inc., a Texas
corporation ("CII"), and CII became a wholly-owned subsidiary of the Company
(the "CII Acquisition"). CII is a network marketer of various third-party
manufactured cosmetics, skin care and hair care products. In connection with
the CII Acquisition, the Company issued and delivered 6,842 shares of Common
Stock to the shareholders of CII at closing and issued and delivered an
additional 7,518 shares of Common Stock to the shareholders of CII on March 31,
1997, after determination of certain liabilities. The CII Acquisition was
accounted for under the purchase method of accounting. The purchase price and
transaction costs were allocated $179,325 to goodwill and $20,000 to a covenant
not to compete, which are being amortized over 20-year and 47-month periods,
respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS AND EXHIBITS.
Pursuant to Reg. (S) 228.310, none of the conditions of the CII Acquisition
specified in paragraph (c)(2) of Item 310 exceeded 20%, therefore, financial
statements are not required to be included in this report.
(b) PRO FORMA FINANCIAL INFORMATION.
Pursuant to Reg. (S) 228.310, pro forma information showing the effects of
the CII Acquisition are not required to be included in this report.
(c) EXHIBITS.
2.1 Stock Purchase Agreement having an effective date of January 31, 1997,
between Advantage Marketing Systems, Inc., Chambre International,
Inc., Janet Britt, Jerry Hampton, Teresa Hampton, James Baria,
Florence Baria, Rose Cashin, Pat Eason, Joseph Williams, Livia
Williams, Don Black, Nadine Black, Lynda Brown, Gary Galindo, Harold
Griffin, Linda Griffin, Irene Van Vlaenderen, Dean Klockentegger, Rose
Hilgedick, Wayne Hilgedick, Julie Connary and Royce Britt is
incorporated by reference to Exhibit 2.1 of the Company's Form 8-K, as
filed with the Commission on February 17, 1997.
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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.
ADVANTAGE MARKETING SYSTEMS, INC.
(Registrant)
By: /s/ ROGER P. BARESEL
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Roger P. Baresel, President
Date: June 24, 1997
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