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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 8, 1998
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PROJECTAVISION, INC.
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(Exact name of registrant as specified in its charter)
Delaware 34-19218 13-3499909
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
formation)
One Evertrust Plaza, 11th floor, Jersey City, New Jersey 07302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 938-0099
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Two Penn Plaza, Suite 640, New York, NY 10121
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(Former name or former address, if changes since last report)
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Item 2. Acquisition of Assets.
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On December 8, 1998, Projectavision, Inc. (the "Company") completed an
acquisition, effective December 7, 1998, of substantially all of the assets
of Vidikron Industries, S.p.A. ("Vidikron") relative to Vidikron's video
business. The assets acquired included, but was not limited to, Vidikron's
technologies, know-how, trademarks and other intellectual property, all
inventory and contracts, and generally all other tangible and intangible
assets of Vidikron's video business other than account receivables
(collectively, the "Vidikron Assets"). In addition, the Company also
acquired all of the issued and outstanding shares of Vidikron's
wholly-owned United States subsidiary, Vidikron of America, Inc., which
distributes Vidikron's products in the United States. The Vidikron Assets
were acquired from the principles of Vidikron, Mr. Flavio Peralda and Mr.
Emillio Baj Macario, both of whom will continue to serve as executive
officers of the Company and shall also become members of the Company's
Board of Directors. In addition, in connection with the acquisition of the
Vidikron Assets the Company also acquired all of the issued and outstanding
capital stock of Vidikron of America, Inc., 85% of which was owned by
Vidikron and the remaining 15% was owned by two employees of Vidikron of
America, Giovanni Cozzi and Mr. James Wellnitz, who simultaneously with the
Company's acquisition of the Vidikron Assets, sold their 15% interest in
Vidikron of America to the Company. Both Mr. Cozzi and Mr. Wellnitz will
continue to be employed by the Company in connection with the distribution
of Vidikron's products in the United States.
The Company paid an aggregate of $6.575 million in cash and securities
for the Vidikron Assets (inclusive of 100% interest in Vidikron of
America), and also agreed to assume liabilities of $3.7 million. Of the
cash portion paid by the Company, $5.5 million was provided by individuals
and entities who had already invested in the Company, as well as another
entity that was introduced to the Company by an affiliate of an investor in
the Company.
The plant, equipment and other physical property acquired by the
Company in connection with the Vidikron acquisition were used by Vidikron
in the connection with the assembly and distribution of Vidikron's high-end
video projection products. The Company will continue to use these assets in
the same fashion.
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Further, in connection with the acquisition, the Company is consolidating
its operations in Jersey City, which previously served as the executive
offices for the American subsidiary, Vidikron of America, Inc.
Item 7. Financial Statements and Exhibits.
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It is presently impractical for the Company to provide the required
financial statements for Vidikron. The Company intends to file the required
financial statements as soon as practicable, but not later than 60 days
after the date of this Report on Form 8-K.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly authorized and caused the undersigned to sign this Report on
the Registrant's behalf.
PROJECTAVISION
By: /s/ Martin J. Holleran
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Martin J. Holleran, President
and Chief Executive Officer
Dated: December 23, 1998
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