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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 Act of 1934
Date of Report (Date of earliest event reported): December 23, 1996
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DANKA BUSINESS SYSTEMS PLC
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(Exact name of registrant as specified in its charter)
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UNITED KINGDOM 33-68278 98-0052869
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
11201 DANKA CIRCLE NORTH
ST. PETERSBURG, FLORIDA 33716
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(Address of principal executive offices) (Zip Code)
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Registrant's Telephone Number, Including Area Code: 813-576-6003
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ITEM 5. OTHER EVENTS.
On January 2, 1997, the Danka Business Systems, PLC (the "Company")
issued the Press Release attached hereto as Exhibit 99 announcing the
completion of the acquisition of the sales, marketing and equipment service
operations of Eastman Kodak Company's ("Kodak") Office Imaging Business, as
well as Kodak's facilities management business formerly known as Kodak Imaging
Services. The Company will provide the information required by Item 2 and Item
7 of Form 8-K within the time period required by the general instructions to
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
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EXHIBIT
NUMBER EXHIBIT
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23 Consent of Price Waterhouse LLP dated December 23, 1996.
99 Press Release of the Company dated January 2, 1997 announcing
the Company's acquisition of the sales, service and facilities
management operations of Kodak's Office Imaging Business.
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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.
DANKA BUSINESS SYSTEMS PLC
By: /s/ DAVID C. SNELL
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David C. Snell
Its: Chief Operating Officer
Dated: January 3, 1997
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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23 Consent of Price Waterhouse LLP dated December 23, 1996.
99 Press Release of the Company dated January 2, 1997
announcing the Company's acquisition of the sales, service
and facilities management operations of Kodak's Office
Imaging Business.
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 33-75468 and No. 33-75474) and the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-95898, No.
33-94596 and No. 333-8455) of Danka Business Systems PLC of our report dated
September 17, 1996 relating to the combined financial statements of the Office
Imaging Sales and Services Business, appearing on page F-7 of the Proxy
Statement of Danka Business Systems PLC dated November 7, 1996.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Rochester, New York
December 23, 1996
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EXHIBIT 99
DANKA PRESS RELEASE
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FOR IMMEDIATE RELEASE WILLIAM T. FREEMAN
813-576-6003
JANUARY 2, 1997 PAUL G. DUMOND
011-44-171-603-1515
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DANKA ACQUIRES THE SALES, SERVICE AND FACILITIES
MANAGEMENT OPERATIONS OF KODAK'S OFFICE IMAGING BUSINESS
Danka Business Systems PLC (NASDAQ:DANKY) announced that effective December 31,
1996, the Company had completed the acquisition of the sales, marketing, and
equipment service operations of Kodak's Office Imaging business, as well as
Kodak's facilities management business formerly known as Kodak Imaging
Services.
Dan Doyle, Chief Executive of Danka Business Systems PLC commented, "I am
pleased to announce that Kodak and Danka have officially joined forces to
create a worldwide office imaging powerhouse. The acquisition of Kodak's
sales, service and facilities management business brings together the mutual
expertise and track records of two fine organizations."
In connection with the acquisition, Danka and Kodak have entered into a
strategic alliance whereby Kodak will supply high-volume copiers and printers
to Danka. Pursuant to a supply agreement between the companies, Danka has
become the principal distributor of Kodak-branded
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office copiers and printers worldwide. Kodak will retain its manufacturing and
research and development functions supporting the Office Imaging business.
Under the terms of the acquisition, Danka paid Kodak net cash of $688 million,
subject to adjustment, for the sales, marketing, and equipment service
functions of Kodak's Office Imaging and facilities management businesses.
As of December 31, 1995, the net assets of the Office Imaging and facilities
management businesses were approximately $800 million, and for such year
generated revenues of $1.8 billion and net earnings before income taxes of $25
million.
"This strategic alliance, in combination with Danka's existing business, allows
Danka to offer customers a unique combination of unparalleled service and
support with global coverage, as well as a wide choice in equipment - from
small copiers to high-volume duplicators, fax machines and state-of-the-art
digital copiers/printers," Doyle commented. "We are excited about the
opportunity to provide our customers with a single-source solution for all
their office imaging needs."
Commenting on the acquisition, Kodak's Assistant Chief Operating Officer, Carl
F. Kohrt said, "We believe this acquisition will increase access to the market
for Kodak-branded office imaging products, which will be fed by a continuing
stream of new and improved products designed, developed and manufactured by
Kodak. In addition, Danka's acquisition of our sales, marketing
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and facilities management operations will place our sales and service people in
a growing organization that is devoted exclusively to providing solutions for
the office."
The acquisition was funded exclusively with bank debt under a six-year, $1.275
billion credit facility. Proceeds from the facility were also used to
refinance Danka's outstanding debt under its previous revolving credit
facility, and will additionally be used for working capital and general
corporate purposes. Danka expects to take a one-time restructuring charge of
$25 to $35 million in its third fiscal quarter ending December 31, 1996 related
to the integration of the acquired Kodak operations.
Kodak's research and development efforts for electrophotography are expected to
provide a continuous supply of new black and white and accent color office
imaging products for Danka to market in the future. This effort should be
stronger and more focused as the two companies will work together to identify
product solutions to customer needs. Kodak also preserves its ability to
continue to develop and use key technologies, such as color electrophotography,
which has utility in a number of imaging applications. Along with Kodak's
continued investment in research and development, Danka will fund over $150
million for ongoing research and development.
Peter Meier, previously the general manager of Kodak's Office Imaging for EAMER
(Kodak's Europe, Africa and Middle East Region), will serve as President of the
Office Imaging business worldwide. "Peter's management skills, energy and
vision will play a key role in the
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Company's plan of raising the acquired sales and service business up to its
full potential worldwide," stated Doyle.
The facilities management business will be managed separately from the acquired
Office Imaging sales and service operations by Ed Marino. Concentrated in the
U.S. and Europe, the facilities management business is expected to be an
important factor in the placement of Danka's expanded product range.
Danka Business Systems PLC, headquartered in London, England and St.
Petersburg, Florida, is one of the world's largest and fastest growing
independent suppliers of automated office equipment and related services and
supplies. As a result of the acquisition, Danka will now employ 22,000 people
and provide office products and services globally from more than 700 offices in
31 countries around the world. Danka's ADSs are listed on NASDAQ and its
Ordinary Shares are listed on the London Stock Exchange.
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