SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 3, 1998
Consolidated Technology Group Ltd.
(Exact name of Registrant as Specified in its Charter)
New York 0-4186 13-1948169
(State or other jurisdiction (Commiission (IRS Employer
of incorpation File No.) Identification No.)
160 Broadway, New York, New York 10038
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (212) 233-4500.
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Item 1. Changes in Control of Registrant.
On April 2, 1998, Messrs. Lewis S. Schiller, Norman J. Hoskin and Gerald E.
Kay and Ms. Grazyna B. Wnuk, who constituted the entire Board of Directors (the
"Former Board"), resigned as directors and officers of Consolidated Technology
Group Ltd. ("CTG") and its subsidiaries. Prior to their resignation, the Former
Board elected Messrs. Edward D. Bright, Seymour Richter and Donald Chaifetz as
directors, such election to take place contemporaneously with the resignations
of the members of the Former Board. Messrs. Bright, Richter and Chaifetz will
serve as directors until their successors are elected and qualified, following
the next meeting of CTG's shareholders.
The resignation of the members of the Former Board and the election of the
new directors was effective on April 2, 1998 upon (a) the closing of the sale by
International Magnetic Imaging, Inc. and certain of its subsidiaries
(collectively, "IMI") of substantially all of their assets pursuant to an asset
purchase agreement dated January 28, 1998 between IMI and Comprehensive Medical
Imaging, Inc. and (b) the receipt by Mr. Schiller and Ms. Wnuk of certain
payments from CTG and IMI.
The resignation of the members of the Former Board, the election of the new
directors and the payments to Mr. Schiller and Ms. Wnuk were effected pursuant
to a series of agreements (the "Agreements") dated March 30, 1998, among CTG,
its wholly-owned subsidiary, SIS Capital Corp. ("SISC"), and one or more of
Messrs. Schiller Hoskin and Kay and Ms. Wnuk. The terms of the Agreements have
been disclosed by CTG in a prior filing on Form 8-K.
On April 3, 1998, the new CTG Board of Directors elected Mr. Richter
President and acting Chief Executive Officer. The new CTG Board of Directors
also elected Mr. Bright Chairman of the Board of Directors, as well as
Secretary-Treasurer of the Company.
CTG knows of no change in control of CTG based on stock ownership. Based on
information provided by the new directors, one director, together with an
affiliate of such director, owns approximately 1.7% of CTG's outstanding common
stock and less than 1% of the outstanding stock of Netsmart Technologies, Inc.,
a publicly-held subsidiary of CTG. Neither of the other two directors own any
shares of CTG's common stock. This filing is made under Item 1 to reflect a
change in the composition of the Board of Directors which may be deemed to be a
change in control.
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Item 2. Acquisiton or Disposition of Assets.
Pursuant to one of the Agreements, which is among CTG, SISC and Mr. Lewis
S. Schiller, CTG transferred to Mr. Schiller or entities designated by him, the
stock or assets of the following subsidiaries of CTG: Televend Inc., Sequential
Electronics Systems, Inc., S-Tech, Inc., FMX Corporation, SES Holdings, Inc.,
Spectec, Inc. and The Trinity Group, Inc. ("Trinity"). These subsidiaries, other
than Trinity, constitute CTG's electro-mechanical and electro-optical products
manufacturing segment. Trinity performs management services for CTC's other
subsidiaries. In connection with the transfer of Trinity, all contracts between
Trinity and CTG's other subsidiaries were assigned to CTG.
The transfer of these businesses was effective as of December 31, 1997. The
pro forma effect of the transfer of these subsidiaries will be reflected in
CTG's Form 10-K for the year ended December 31, 1997.
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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 hereunto duly authorized.
CONSOLIDATED TECHNOLOGY GROUP LTD.
BY: /s/ Seymour Richter
---------------------------------
Seymour Richter
President and acting Chief
Executive Officer
Date: April 8, 1998
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