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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 27, 1996
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Date of Report (Date of earliest event reported)
Precision Systems, Inc.
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(Exact name of Registrant as Specified in Charter)
Delaware 0-20068 41-1425909
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(State or Other Juris. (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
11800 30th Court North
St. Petersburg, Florida 33716
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(Address of Principal (Zip Code)
Executive Offices)
(813) 572-9300
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(Registrant's telephone number,
including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 27, 1996, RMS Limited Partnership ("RMS"), the sole owner of
Precision Systems, Inc. (the "Company") Class B Common Stock, notified the
Company that it had elected to convert all of its Class B Common Stock into a
like number of shares of the Company's Common Stock. The Class B Common Stock
has been retired and is not available for reissue.
Because each share of Class B Common Stock is entitled to 10 votes per
share and each share of Common Stock is entitled to one vote per share on most
matters submitted to shareholders, the conversion of the Class B Shares into
Common Stock on June 27, 1996, reduced RMS' voting power of the Company's
outstanding capital stock on a fully diluted basis (assuming conversion of the
Series A Preferred Stock held by RMS) from 63.51% to 19.96%.
RMS, Vulcan Ventures Incorporated and Alta Investissements SA each own
approximately 19% of the Company's Common Stock and have entered into a
shareholders agreement whereby the parties thereto agreed to nominate and vote
for a nominee of Primwest Holding N.V.
ITEM 5. OTHER EVENTS.
On July 1, 1996, Precision Systems, Inc. ("Registrant") issued the
press release attached hereto as Exhibit 20.1, which press release is
incorporated herein by reference.
ITEM 7. EXHIBITS.
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NUMBER DESCRIPTION
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20.1 Press Release of Precision Systems, Inc. dated
July 1, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRECISION SYSTEMS, INC.
Date: July 8, 1996 By: /s/ Russell I. Pillar
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Russell I. Pillar
President
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EXHIBIT INDEX
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NUMBER DESCRIPTION PAGE
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<S> <C> <C>
20.1 Press Release of Precision Systems, Inc.
dated July 1, 1996. 5
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[LOGO] PRECISION
SYSTEMS
Contact: PRECISION SYSTEMS, INC.
Russell I. Pillar
President and Chief Executive Officer
813.572.9300, ext. 3000
FOR IMMEDIATE RELEASE
PRECISION SYSTEMS' TWO-TIERED
CAPITAL STRUCTURE ELIMINATED
RMS Limited Partnership Exchanges Class B Common Stock for Common Stock;
Precision Systems Immediately Cancels Class B Common Stock
St. Petersburg, Florida; July 1, 1996 -- Precision Systems, Inc.
(NASDAQ--PSYS; BOSTON--PNS) today announced that RMS Limited Partnership, the
sole owner of the Company's Class B Common Stock, has elected to convert all
of its Class B Common Stock into an equal number of shares of the Company's
regular Common Stock. The exchange was made at the suggestion of Roy M. Speer,
the non-managing general partner of RMS Limited Partnership. No premium was
paid by the Company to effect the exchange of the stock.
The Class B Common Stock possessed "super voting" rights to vote ten to
one on most matters submitted for stockholder approval under the Delaware
General Corporation Law, including the election of directors. The Class B
Common Stock also voted as a separate class and effectively had veto rights on
major corporate actions such as mergers, recapitalizations, and the sale of
assets, among other events. According to the Company's restated Certificate of
Incorporation, the Class B shares, which have been converted in their
entirety, have been retired and are not available for reissue.
--more--
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As a consequence of the conversion, all of the Precision Systems Common
Stock currently outstanding or eligible to be issued under the Company's
restated Certificate of Incorporation now votes as a single class on a one
vote per share basis on all matters submitted to shareholders. According to
the latest public filings, the Company's three largest common stock
shareholders--Vulcan Ventures Incorporated (the investment vehicle for
Microsoft co-founder and new media investor Paul Allen), Alta Investissements
SA (the investment vehicle for European investor Didier Primat), and RMS
Limited Partnership, each own approximately 19% of the Company's common stock.
"Precision Systems' management team has proven to me and to the rest of
the investing public over the last two years that they know what it means
and they have what it takes to create a market-leading world class
company," said Roy M. Speer, co-founder of Home Shopping Network, Inc.
and founder of Precision Systems, Inc. "While I continue to be a
supporter and a major owner of the Company, I believe that converting the
B stock will facilitate Precision Systems' corporate growth strategy and
enhance its ability to respond quickly to market opportunities."
Commenting on the conversion, Russell I. Pillar, Precision Systems'
President and Chief Executive Officer, stated, "We are gratified by the
vote of confidence which RMS Limited Partnership has placed in us by
forgoing its extraordinary rights under Precision Systems' previous
capital structure. The new Precision Systems now has a capital structure
and an ownership group which is as compelling and as easy to understand
as is the opportunity in front of us. While new challenges appear every
day, we are as optimistic as we have ever been about our long-term
prospects for success."
Precision Systems sells and supports solutions which simplify and
personalize communications for the customers of nearly 600 wireless,
wireline, and large virtual private network installations in more than 35
countries around the world.
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