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United States
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): July 1, 1997
AUTO-GRAPHICS, INC.
(Exact name of registrant as specified in its charter)
California 0-4431 95-2105641
(State or Other (Commission (I. R. S. Employer
Jurisdiction File Number) Identification
of Incorporation) Number)
3201 Temple Avenue
Pomona, California 91768
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number:(909) 595-7204
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AUTO-GRAPHICS, INC.
FORM 8-K
ITEM 2. Acquisition and Disposition of Assets
As of July 1, 1997, the Company has acquired the assets of the Library
Information Systems ("LIS") division of ISM Information Systems
Management Manitoba Corporation ("ISM"), a subsidiary of IBM Canada,
Ltd. The LIS business includes bibliographic cataloging software and
interlibrary loan resource sharing software and related services.
Although the Company has no current relationship with ISM, the Company
formerly had a distribution agreement with ISM, wherein ISM marketed one
of the Company's software products in Canada during the period from 1993
through 1995.
The assets acquired include a bibliographic database containing over 57
million records together with the holdings of most Canadian public and
university libraries, five million authority records, cataloging and
resource sharing software, computer equipment, furniture, leasehold
improvements and contracts to provide services to approximately 500
Canadian libraries. In addition, the Company has hired 17 former
employees of the ISM division. To ease the transition, ISM will
provide outsourced computer services to the Company for a period of up
to eight months until some of the ISM software functionality can be
incorporated into the Company's Impact/ONLINE(tm) software and the
database can be loaded onto the Company's new Unix Internet server.
The Company plans to replace ISM's Tandem computer system and X.25
protocol network with the Company's Internet based software and server
systems. The Company also plans to provide a broader suite of services
to its current and new Canadian customers through the Company's
Impact/ONLINE(tm) software family including updated bibliographic and
interlibrary loan resource sharing software and services.
The purchase price is $1,200,000 Canadian of which $1,060,000 Canadian
(or US$830,000) was paid in cash plus the assumption of approximately
$140,000 Canadian in liabilities, which is subject to adjustment based
on final account balances at the closing. The price was established
through arms-length negotiation between the parties involved. Financing
for the asset purchase has been provided by a new credit facility
through Wells Fargo Bank via a combination of an additional US$750,000
in bank term debt and an additional US$250,000 in revolving working
capital financing. The term debt facility is a three year facility
bearing interest at prime rate with interest only for 12 months followed
by full amortization at prime rate over 24 months.
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FORM 8-K
ITEM 7. Financial Statements and Exhibits
The Company will provide the required financial information, if any,
within 60 days of the filing of this report. Revenues attributable to
the acquisition for the remainder of 1997 are expected to approximate
$1,500,000 Canadian and operating income is expected to be break-
even while the system conversion is being completed. The results of
operations of the acquired assets from the date of acquisition will be
presented on a consolidated basis with Auto-Graphics, Inc. commencing
with Form 10-Q for the quarter ending September 30, 1997.
A copy of the Asset Purchase Agreement with exhibits dated June 30, 1997
will be filed as an exhibit to Form 10-Q for the quarter ending June 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AUTO-GRAPHICS, INC.
(Registrant)
Date: July 12, 1997 By: ss/Robert S. Cope
Robert S. Cope, President,
Treasurer, and Director
Date: July 12, 1997 By: ss/Daniel E. Luebben
Daniel E. Luebben
Vice President, Chief
Financial Officer &
Secretary
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