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, 1997
INMARK ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1340408
(State or other jurisdic- (I.R.S. Employer
tion of incorporation or Identification No.)
organization)
0-20394
(Commission File Number)
ONE PLAZA ROAD, GREENVALE, NEW YORK 11548
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 625-3500
<PAGE>
ITEM 5. OTHER EVENTS
On December 9, 1997, the Registrant issued the Press Release attached
hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
Exhibit 99.1 Press Release, dated December 9, 1997.
<PAGE>
SIGNATURE
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 thereunto duly authorized.
Date: December 11, 1997
INMARK ENTERPRISES, INC.
------------------------------------
(Registrant)
By: /s/ DONALD A. BERNARD
--------------------------------
Donald A. Bernard,
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
--- -----------
99.1 Press Release, dated December 9, 1997.
<PAGE>
EXHIBIT 99.1
================================================================================
PRESS RELEASE
================================================================================
Inmark Enterprises, Inc. o One Plaza Road o Greenvale, NY 11548 o
516-625-3500 o Fax: 516-625-3575
For Immediate Release
Date: December 9, 1997
Contact: Donald A. Bernard
Phone: 516-625-3500
Fax: 516-625-3575
INMARK ENTERPRISES, INC. TO ACQUIRE OPTIMUM GROUP, INC.
December 9, 1997 (New York) -- Inmark Enterprises, Inc. (Nasdaq-IMKE) announced
today that it has entered into an agreement to acquire Cincinnati, Ohio based
Optimum Group, Inc. for approximately $15 million in a combination of cash,
notes and common stock in addition to the assumption of certain liabilities of
Optimum. Under the terms of the agreement, the business of Optimum will continue
under the Optimum name with its existing management and other personnel and
Thomas E. Lachenman, President and Chief Executive Officer of Optimum will join
the Inmark Board of Directors. Inmark expects that the operations of Optimum
will add to its income and be accretive to its earnings per share.
The transaction is subject to completion of financing, due diligence and audited
financial statements of Optimum and is currently expected to close during
Inmark's fourth quarter ending March 31, 1998.
Optimum Group, Inc., founded in 1973 as a graphic design company, has emerged as
a successful marketing and visual communications business, having been ranked in
the top fifteen for the last three years by PROMO Magazine in their ranking of
the top 100 promotion companies in the United States. Optimum provides
marketing, sales and promotion, creative, graphic and new interactive media
services to clients in varied industries. Optimum assists its clients in
identifying the best and most complete solution for their business communication
needs. It applies leading edge visual communications technology, and serves as a
one-stop shop resource for strategic planning, creative development, production
and implementation of communication strategies.
<PAGE>
Press Release
December 9, 1997
Page 2
John P. Benfield, President and Chief Executive Officer of Inmark Enterprises,
Inc. has stated that "the acquisition of Optimum Group, Inc. is part of a
strategy to acquire profitable valued-added companies with services
complementary to those of Inmark which will provide clients access to fully
integrated marketing and sales promotion services".
Inmark Enterprises, Inc. is a marketing and sales promotion company which
designs, develops and implements sales, marketing and promotional programs
primarily for consumer product client companies. The Company assists its clients
in realizing product recognition and sales by providing promotional programs at
both national and local levels, which are created to address identified trade,
sales and consumer needs.
Any statements contained in this news release regarding expected financial
results and other planned events are forward-looking statements, subject to
uncertainties and risks, including, but not limited to, the demand for and
implementation of Inmark's and Optimum's services, and the ability of the
Company to successfully implement its strategies, each of which may be impacted,
among other things, by economic and or competitive conditions.
Inmark Enterprises, Inc.'s common stock is currently traded over-the-counter on
the Nasdaq SmallCap Market under the IMKE trading symbol.
