<PAGE>
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) April 2, 1998
---------------
Optical Security Group, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-17531 84-1094032
- --------------------------------------------------------------------------------
(State of other (Commission File No.) (IRS Employer
jurisdiction of Identification No)
Incorporation)
535 16th Street, Suite 920, Denver, Colorado 80202
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's Telephone number, including area code (303) 534-4500
----------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5 - OTHER EVENTS
On April 1, 1998, Optical Security Group, Inc. (the "Registrant") announced
its plan to segregate its dimensional printing business and to sell, spin off,
or otherwise dispose of this business during the next fiscal year. A copy of
the press release, dated April 1, 1998, announcing the Registrant's intent is
attached as Exhibit 20.1 and incorporated herein by this reference.
On April 14, 1998, the Registrant announced its intent to purchase
Advantage Technology, Incorporated, a Pennsylvania corporation engaged in the
business of manufacturing security products. A copy of the press release, dated
April 14, 1998, announcing the Registrant's intent is attached as Exhibit 20.2
and incorporated herein by this reference.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
20.1 Press Release dated April 1, 1998.
20.2 Press Release dated April 14, 1998.
<PAGE>
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: May 12, 1998 By: \s\ Richard H. Bard
-------------------------------
Richard H. Bard, CEO
Date: May 12, 1998 By: \s\ Gerald A. Melfi
-------------------------------
Gerald A. Melfi, Principal
Financial Officer
<PAGE>
FOR IMMEDIATE RELEASE: APRIL 1, 1998
OPTICAL SECURITY GROUP, INC. ANNOUNCES
--------------------------------------
PLAN TO SELL DIMENSIONAL PRINT OPERATIONS AND
---------------------------------------------
FOCUS ON CORE SECURITY BUSINESS
-------------------------------
Denver, Colorado: Optical Security Group, Inc. (NASDAQ SmallCap Market: OPSC),
today announced that it has adopted a plan to segregate its dimensional printing
business (OpSec Creative Technologies, or "OCT") into a separate subsidiary, and
to sell, spin off, or otherwise dispose of this business during the next fiscal
year. An appropriate reserve for the anticipated net realization of OpSec's
investment in OCT will be made in the financial statements for the fiscal year
ending March 31, 1998.
In announcing the change, Richard Bard, Chairman and Chief Executive Officer,
noted that "this move is intended to further strengthen OpSec's ability to
continue the high growth in its security business ("OpSec Security
Technologies"). The conflicting demands for resources between the security
business and the dimensional print business dictate the need for this plan." He
added, "This will enable both OCT and OpSec Security Technologies to continue to
take leadership roles in their respective business segments."
OpSec's imaging technology is employed in tamper-evident packaging labels;
authenticating labels and tags for consumer product protection; and, protection
against counterfeiting of documents of value, checks and cards.
This press release contains forward-looking statements that involve risks and
uncertainties which could cause the Company's actual results to differ
materially from the results discussed herein. Factors that might cause such a
difference include, but are not limited to, changes in demand for the Company's
products and services, changes in the level of operating expenses, competitive
conditions and product supply. Recipients of this press release are cautioned
not to place undue reliance on the forward-looking statements made herein.
OpSec's corporate offices are located in Denver, Colorado.
FOR FURTHER INFORMATION CONTACT:
Catherine M. Gotwalt, Corporate Secretary
Optical Security Group, Inc.
535 Sixteenth Street, Suite 920
Denver, Colorado 80202
(303) 534-4500
<PAGE>
FOR IMMEDIATE RELEASE: APRIL 14, 1998
OPTICAL SECURITY GROUP, INC. ANNOUNCES
--------------------------------------
PLAN TO ACQUIRE ADVANTAGE TECHNOLOGY, INC.
------------------------------------------
Denver, Colorado: Optical Security Group, Inc. (NASDAQ SmallCap Market: OPSC),
today announced that it has entered into a letter of intent to purchase
Advantage Technology, Inc., a privately-held Lancaster, Pennsylvania
manufacturer of security products. Advantage employs a unique diffractive
coating technology to produce high security laminates and labels for governments
and corporations world-wide. Applications of Advantage products include
passports, visas, national identification documents, drivers licenses and other
documents of value.
Commenting on the transaction, Richard H. Bard, OpSec's Chairman and CEO, said
"we are excited about adding Advantage to the OpSec group of companies.
Advantage is a world leader in high security laminates and labels, and its anti-
counterfeiting technologies complement our technology base very well. The
combination of our two companies add to OpSec's growing position as a
significant global provider of security authentication technologies."
Michael Brennan, Advantage's President, added "we are enthusiastic about
becoming part of OpSec. OpSec has done a tremendous job of positioning itself
in the anticounterfeiting and antidiversion industry, and is a great partner for
us to expand the Advantage product line and customer base as part of OpSec's
growth strategy. The need for anticounterfeiting technologies continues to grow
exponentially throughout the world, and OpSec will be very well positioned to be
an industry-dominant player for governments and companies seeking solutions to
these problems."
OpSec's imaging technology is employed in tamper-evident packaging labels;
authenticating labels and tags for consumer product protection; and, protection
against counterfeiting of documents of value, checks and cards.
This press release contains forward-looking statements that involve risks and
uncertainties which could cause the Company's actual results to differ
materially from the results discussed herein. Factors that might cause such a
difference include, but are not limited to, changes in demand for the Company's
products and services, changes in the level of operating expenses, competitive
conditions and product supply. Recipients of this press release are cautioned
not to place undue reliance on the forward-looking statements made herein.
<PAGE>
Page Two/Press Release/April 14, 1998
OpSec's corporate offices are located in Denver, Colorado.
FOR FURTHER INFORMATION CONTACT:
Catherine M. Gotwalt, Corporate Secretary
Optical Security Group, Inc.
535 Sixteenth Street, Suite 920
Denver, Colorado 80202
(303) 534-4500
