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
FEBRUARY 16, 2000
Date of report (Date of earliest event reported)
TELIDENT, INC.
(Exact Name of Registrant as Specified in Charter)
MINNESOTA 0-20887 41-1533060
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
TEN SECOND STREET N.E., SUITE 212
MINNEAPOLIS, MINNESOTA 55413
(Address of Principal Executive Offices, including Zip Code)
(612) 623-0911
(Registrant's Telephone Number, including Area Code)
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ITEM 5 OTHER EVENTS
(a) Amendment to Agreement of Sale with Teltronics.
As previously reported, on December 31, 1999, Telident, Inc. ("Telident")
entered into an Agreement of Sale with Teltronics, Inc. ("Teltronics") pursuant
to which Teltronics will purchase substantially all of the assets of Telident in
exchange for 637,500 shares of the common stock of Teltronics, subject to
adjustment.
On February 16, 2000, Teltronics and Telident entered into an Amendment to the
Agreement of Sale, attached hereto as Exhibit 10.1. The Agreement of Sale
originally provided that simultaneous with the sale of Telident's assets to
Teltronics, Telident would purchase certain molds (the "ISI Molds") held by
Teltronics' majority owned subsidiary, Interactive Solutions, Inc., for
$1,100,000. The Amendment alters the transaction by providing that (1) Telident
will not buy the ISI Molds and (2) the funds originally earmarked by Telident to
purchase the ISI Molds will be included as part of the assets purchased by
Teltronics. The consideration to be distributed to the Telident shareholders is
the same under both the original transaction structure and the amended
transaction structure. The Amendment was executed because both parties believed
that amending the transaction would be advantageous from accounting and tax
perspectives.
Completion of the transaction is subject to customary closing conditions and the
approval by Telident's shareholders of the dissolution of Telident. There are
numerous other provisions in the Agreement of Sale, as amended, which you should
review in order to derive a full understanding of the proposed transaction.
There can be no assurance that the transaction will close or that such closing
will occur under the terms and conditions described in the Agreement of Sale, as
amended. The above summary is qualified in its entirety by reference to the
text, terms and conditions of the Agreement of Sale filed as an exhibit to the
Company's Current Report on Form 8-K dated January 7, 2000, and the Amendment to
the Agreement of Sale, attached hereto as Exhibit 10.1.
(b) Status of Continued Listing on the Nasdaq SmallCap Market.
On February 16, 2000, Telident requested a hearing before a Nasdaq Listings
Qualification Panel to contest the proposed delisting of its common stock from
the Nasdaq SmallCap Market. The hearing has been scheduled for Thursday, March
23, 2000. Telident plans to submit written material to the Nasdaq Listing
Qualifications Panel to contest the proposed delisting. Nasdaq may not accept
Telident's arguments in favor of continued listing, in which case, Telident's
shares will be delisted.
If Telident's shares do not continue to be listed on the Nasdaq SmallCap Market,
trading, if any, would be conducted in the over-the-counter market in the
so-called "pink sheets" or the OTC Bulletin Board, which was established for
securities that do not meet the Nasdaq SmallCap Market listing requirements.
Consequently, selling Telident's shares would be more difficult because smaller
quantities of shares could be bought and sold, transactions could be delayed,
and security analyst and news media coverage of Telident may be reduced. These
factors could result in lower prices and larger spreads in the bid and ask
prices for Telident's shares. There can be no assurance that Telident's common
stock will continue to be listed on the Nasdaq SmallCap Market.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
10.1 Amendment to Agreement of Sale, dated
February 16, 2000.
2
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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 on February 29, 2000.
TELIDENT, INC.
By: /s/ Bruce H. Senske
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Bruce H. Senske
Interim Chief Executive Officer
3
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.1 Amendment to Agreement of Sale, dated February 16, 2000.
4
EXHIBIT 10.1
AMENDMENT
THIS AMENDMENT ("Amendment"), made this 16th day of February, 2000,
by and between TELTRONICS, INC., a Delaware corporation with principal offices
at 2150 Whitfield Industrial Way, Sarasota, Florida 34243 ("Buyer") and
TELIDENT, INC., a Minnesota corporation with its principal offices located at
Ten Second Street N.E., Suite 212, Minneapolis, Minnesota 55413 ("Seller").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Buyer and Seller entered into an Agreement of Sale dated
December 31, 1999 ("Agreement") and
WHEREAS, Buyer and Seller desire to amend the Agreement as described
in this Amendment.
NOW, THEREFORE, in consideration of the mutual promises herein set
forth and subject to the terms and conditions of this Amendment, Seller and
Buyer agree as follows:
1. The second WHEREAS clause on the first page of the Agreement
shall be deleted in its entirety.
2. The following definitions shall be deleted in their entirety from
Paragraph 1 of the Agreement:
"ISI" and "ISI Molds."
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3. The following is included as a "Purchased Asset" in the
definition of "Purchased Assets" on page 4 of Paragraph 1 of the Agreement:
"One Million One Hundred Thousand Dollars ($1,100,000.00) in
cash"
4. Paragraph 2(b) of the Agreement shall be deleted in its entirety.
5. Paragraph 3(b) of the Agreement shall be deleted in its entirety.
6. Paragraph 4(a)(viii) of the Agreement is amended to read in its
entirety as follows:
"Wire transfer of funds payable to Buyer to bank account to be
designated by Buyer in the amount of One Million One Hundred Thousand Dollars
($1,100,000.00)."
7. Paragraph 4(c)(ii) of the Agreement shall be deleted in its
entirety.
8. Paragraph 4(c)(vi) of the Agreement shall be deleted in its
entirety.
9. Paragraph 7(j) of the Agreement shall be deleted in its entirety.
10. Paragraph 9(k) of the Agreement shall be deleted in its
entirety.
11. Paragraph 11(f) of the Agreement is amended to read in its
entirety as follows:
"(f) Documentation. All matters and proceedings taken in
connection with the sale of the Purchased Assets as herein contemplated,
including forms of instruments and matters of title, shall be reasonably
satisfactory to Seller and its counsel."
12. Paragraph 11(k) of the Agreement shall be deleted in its
entirety.
13. Paragraph 12(i) of the Agreement shall be deleted in its
entirety.
14. Paragraph 12(n) of the Agreement shall be deleted in its
entirety.
15. The first sentence of Paragraph 25 of the Agreement is amended
to read in its entirety as follows:
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"All costs and expenses, including accountant's fees, incurred
by Seller in connection with this Agreement and the transactions contemplated or
required hereby, including but not limited to, all costs of dissolving the
Seller and all costs relating to the Proxy Statement (the "Transaction Costs"),
shall be paid by the Seller at Closing, except that Buyer shall assume and pay
directly to Telident's professional advisors up to a maximum of fifty thousand
dollars ($50,000.00) cash in the aggregate towards expenses and up to
twenty-five thousand (25,000) additional Shares towards expenses."
16. The last sentence of Paragraph 25 of the Agreement is amended to
read in its entirety as follows:
"In addition, Buyer shall assume Seller's liability, if any,
in an amount not to exceed twenty-five thousand dollars ($25,000.00) in the
aggregate, solely with respect to pending litigation of Seller which is
disclosed in Seller's Disclosure Statement and which liability is outstanding
after the Closing Date, including any legal fees related to such litigation
which Seller has incurred prior to the Closing Date, provided that Buyer's
assumption of liability under this Paragraph 25 constitutes only an obligation
to pay. Under no circumstances shall such assumption be deemed or construed as
an obligation of Buyer to defend, settle, compromise or appeal such litigation
and Seller agrees and acknowledges that all other obligations relating to such
litigation, including, without limitation, any defense, settlement, compromise
or appeal, are and shall remain the exclusive obligation of Seller."
17. Exhibit B to the Agreement shall be deleted in its entirety.
18. Paragraph 3 of Exhibit C to the Agreement shall be deleted in
its entirety.
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19. Except as expressly amended by this Amendment, the Agreement
shall remain in full force and effect without amendment, modification, waiver or
other change of any kind.
20. This Amendment, and the Agreement as amended by this Amendment,
constitute the entire understanding of the parties hereto with respect to the
subject matter hereof, and supersede any prior understandings or agreements,
oral or written, and no amendment, modification or alteration of the terms
hereof shall be binding unless the same be in writing, dated subsequent to the
date hereof and duly approved and executed by each of the parties hereto.
IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment as
of the day and year first above written.
SELLER BUYER
Telident, Inc. Teltronics, Inc.
By: /s/ Bruce H. Senske By: /s/ Ewen Cameron
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Bruce Senske, CEO Ewen Cameron, President and CEO
