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
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Date of Report (Date of
earliest event reported): December 29, 1998
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INMARK ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 06-1340408
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(State or other jurisdic- (I.R.S. Employer
tion of incorporation or Identification No.)
organization)
0-20394
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(Commission File Number)
415 Northern Blvd., Great Neck, New York 11021
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Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 622-2800
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Item 5. Other Events
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On December 29, 1998, U.S. Concepts, Inc., a Delaware
corporation and a wholly owned subsidiary of the Registrant (the "Purchaser"),
completed the acquisition (the "Acquisition") of substantially all of the assets
of U.S. Concepts, Inc., a New York corporation (the "Seller"). The purchased
assets constitute a sales promotion and marketing services business and include
cash and cash equivalents, accounts receivable, assigned contracts, intellectual
property, name and goodwill, records, proceeds of insurance policies, tangible
personal property and fixtures, safe deposit boxes and off-site storage
facilities, and inventories and supplies.
Following the consummation of the Acquisition, all of the
employees of the Seller became employees of the Purchaser, the shareholder of
the Seller became a director of the Registrant and an officer and director of
the Purchaser, and another employee of the Seller became an officer and director
of the Purchaser.
The purchase price for the Acquisition was negotiated at arms
length by the parties to the Purchase Agreement. The purchase price paid at
closing (the "Purchase Price") consisted of (i) approximately $1.4 million in
cash (of which $388,000 was retained by the Registrant to satisfy an outstanding
liability of the Seller), (ii) 30,000 shares of newly and validly issued, fully
paid and nonassessable common stock of the Registrant, par value $.001 per share
(the "Inmark Shares"), and (iii) the payment or assumption by the Purchaser of
approximately $1.6 million of the Seller's liabilities and debt. In addition, at
the closing, the Shareholder and an officer of the Seller were granted options
to purchase an aggregate of 50,000 Inmark Shares. In the event that the
Purchaser achieves specified pre-tax earnings during the four years following
the closing, the Seller shall be entitled to receive up to an additional $2.5
million. At the Seller's option, up to 50% of any such additional amount payable
to Seller may be paid in Inmark Shares, and the number of such shares shall be
determined by dividing the value of the payment by 85% of the average, for the
five business days immediately preceding the date of payment by Purchaser, of
the quoted market closing price of Inmark common stock.
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Simultaneously with the closing of the Acquisition, the
Registrant, Inmark Services, Inc., Optimum Group, Inc. and the Purchaser amended
various outstanding agreements with PNC Bank, National Association (the
"Lender") to add the Purchaser as a party, to grant the Lender a security
interest in the Purchaser's assets and to provide for the Lender's consent to
the Acquisition. The cash portion of the Purchase Price was financed with a
combination of the proceeds from the existing $5 million revolving loan credit
facility from the Lender and existing working capital of the Registrant.
On December 30, 1998, the Registrant issued the press release
regarding the Acquisition attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits
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Exhibit 99.1 Press Release, dated December 30, 1998.
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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: January 6, 1999
INMARK ENTERPRISES, INC.
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(Registrant)
By: /s/ Donald A. Bernard
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Donald A. Bernard,
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No. Description
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99.1 Press Release, dated December 30, 1998.
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EXHIBIT 99.1
FROM: MARTIN E. JANIS & COMPANY, INC. CONTACT:
PUBLIC RELATIONS Bev Jedynak
919 North Michigan Avenue 312-943-1100
Chicago, IL 60611
FOR: INMARK ENTERPRISES, INC. CORPORATE CONTACT:
Donald A. Bernard
516-622-2800
FOR IMMEDIATE RELEASE
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Inmark Enterprises Acquires U.S. Concepts, Inc.
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Great Neck, New York, December 30, 1998 -- Inmark Enterprises Inc. (Nasdaq:
IMKE) announced today that it has acquired the business of U.S. Concepts, Inc.
with the purchase of the assets and assumption of the liabilities of the New
York City headquartered company for an undisclosed amount of cash and shares of
Inmark common stock.
Brian P. Murphy, president and chief executive officer of U.S. Concepts will
join the Inmark board of directors. U.S. Concepts is a profitable 16 year old
in-store sampling and event marketing company with annual sales in excess of $17
million. Inmark projects that the operations of U.S. Concepts will add to
Inmark's income and be accretive to earning per share.
The acquisition of U.S. Concepts further moves Inmark towards its strategic
objective of acquiring profitable value-added companies with services
complementary to those of Inmark to provide one stop shopping of fully
integrated marketing and sales promotion services for its Fortune 500 clients.
Inmark Enterprises Inc. is a full service marketing, sales promotion and
communications 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 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.
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