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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) October 13, 1997
BITWISE DESIGNS, INC.
(Exact name of Registrant as specified in charter)
Delaware 0-20190 14-1673067
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Building 50, Rotterdam Industrial Park, Schenectady, N.Y. 12306
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 356-9741
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 13, 1997 Bitwise Designs, Inc. (the "Company") entered into
a letter of intent with MSTC, Inc., a privately held company, whereby MSTC has
agreed to purchase the Company's two subsidiaries, System Solutions Technology,
Inc. and DJS Marketing Group, Inc. (d/b/a/ Computer Professionals). The letter
of intent contemplates a purchase price of $6,000,000 payable $4,000,000 in cash
and $2,000,000 payable by a promissory note. The transaction, as presently
contemplated, will be in the form of a stock purchase and MSTC will be assuming
all liabilities of the subsidiaries. The parties contemplate closing the
transaction in early 1998.
Consummation of the transactions is subject to completion of due
diligence by MSTC, negotiation and execution of a definitive agreement, approval
of the board of directors of each entity and approval of the stockholders of
Bitwise Designs, Inc.
There can be no assurance that the transaction will be consummated or
that it will be consummated upon the terms set forth in the letter of intent.
Item 7. Exhibits
99.1 Press Release dated October 17, 1997
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
BITWISE DESIGNS, INC.
(Registrant)
By:/s/ Dennis H. Bunt
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Dennis H. Bunt
Chief Financial Officer
Dated: October 21, 1997
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EXHIBIT INDEX
99.1 Press Release dated October 17, 1997
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EXHIBIT 99.1
BITWISE ANNOUNCES SALE OF SUBSIDIARIES
CORPORATE STRATEGY TO FOCUS SOLELY UPON DOCSTAR PRODUCT LINE
Schenectady N.Y. - October 17, 1997 - Bitwise Designs, Inc. ("Bitwise")
(NASDAQ "BTWS") announced today the signing of a Letter of Intent with MSTC,
Inc., a private company whereby MSTC will acquire two wholly-owned subsidiary
companies of Bitwise. The Letter of Intent contemplates a purchase price of
$6,000,000 for the two subsidiaries, System Solutions Technology, Inc. ("SST")
and DJS Marketing Group, Inc. ("DJS") . The purchase price will include
$4,000,000 of cash and $2,000,000 payable by a promissory note. The transaction,
as presently contemplated, will be in the form of a stock purchase and MSTC will
be assuming all liabilities of the subsidiaries. The parties contemplate closing
the transaction in early 1998.
Closing of the transactions is contingent upon completion of due
diligence by MSTC, negotiation of a definitive agreement and approval of the
Board of Directors of MSTC and the Board of Directors and stockholders of
Bitwise. There can be no assurance that the terms of the transaction will be as
set forth in the Letter of Intent or that the transaction will be consummated.
Bitwise manufactures and distributes the documents imaging system
DocStar(TM) and through SST and DJS manufactures and distributes a broad line of
personal computers, peripheral equipment, software and offers computer services.
This press release contains forward-looking statements that involve
risks and uncertainties. Bitwise's actual results could differ materially from
the results discussed herein as a result of factors which include, but are not
limited to, that there is no assurance that: (i) the Company will be successful
in implementing its DocStar(TM) business plan (ii) the Company will not be
adversely affected by continued intense competition in the computer industry or
(iii) other risks set forth from time to time in the Bitwise filings with the
Securities and Exchange Commission.
