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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) December 17, 1996
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Optical Security Group, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 0-17531 84-1094032
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(State of other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
535 16th Street, Suite 920, Denver, Colorado 80202
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(Address of principal executive offices)
Registrant's Telephone number, including area code (303) 534-4500
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(Former name or former address, if changed since last report)
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ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
On December 17, 1996, Optical Security Group, Inc. (the "Registrant")
through OpSec Pasternak & Partner Holding GmbH, a newly-formed wholly-owned
German subsidiary of the Registrant ("Holdings"), completed the purchase of all
of the shares in the capital of OpSec Pasternak & Partner GmbH, a German private
company ("OP&P"). The purchase was effective as of November 1, 1996.
OP&P is a European distributor of value-added packaging and point-of-sale
material, including lenticular and holographic products, and product
authentication and security materials. OP&P's offices are located in Krefeld,
Germany. In 1995, OP&P had gross sales of DM 4.392.407.61 (US $2,852,000) and
gross profit of DM 1.212.518.34 (US $787,000). For the ten month period ended
October 31, 1996, OP&P had gross sales of DM 3.335.838.84 (US $2,166,000) and
gross profit of DM 1.023.778.38 (US $665,000).
In connection with the acquisition, OP&P's former shareholders, Gudrun
Pasternak and Hans Magnus Andresen, entered into three-year employment
agreements with OP&P.
The purchase price for the stock was (a) $1,200,000 in cash, (b) promissory
notes issued by Holdings and guaranteed by the Registrant aggregating
$1,000,000, and (c) a total of 466,668 shares of the Registrant's common stock.
For purposes of the acquisition, the stock was valued at $6.00 per share. The
Registrant's initial capital contribution to Holdings, which came from the
Registrant's working capital, funded the cash portion of the purchase price.
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ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired.*
(b) Pro forma financial information.*
(c) Exhibits.
None.
*As permitted, the financial statements of the business acquired and the
pro forma financial statements will be filed by amendment not later than 60
days from the date hereof.
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.
OPTICAL SECURITY GROUP, INC.
Date: December 23, 1996 By: /s/ Richard H. Bard
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Richard H. Bard, CEO & President
Date: December 23, 1996 By: /s/ Gerald A. Melfi
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Gerald A. Melfi, Principal
Financial Officer
