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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 Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 21, 1998
ASSOCIATED TECHNOLOGIES, INC.
__________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 33-55254 87-0485306
__________________________________________________________________
(State or other (Commission (I.R.S. Employer
jurisdiction) File Number) Identification No.)
3 Riverside Drive, Andover, MA 01810
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (978) 688-8800
______________
N/A
__________________________________________________________________
(Former name and former address, if changed since last report)
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Item 5. Other Events.
On April 13, 1998 Associated Technologies, Inc. (the
"Company") filed a Form 8-K indicating that the Company and First
Sydney Investments Pty Limited ("First Sydney") were not in
compliance with Section 8.7 of the Securities Exchange Agreement
dated December 19, 1997 between the Company, First Sydney, and
Virtual Music Entertainment, Inc. ("VME"). At that time, the
Company indicated that negotiations were ongoing with the Company,
First Sydney and VME with respect to a new funding agreement. As
a result of the ongoing Asian financial turmoil and other factors,
as of this date no new agreement has been entered into and the
business operations of VME, a majority owned subsidiary of the
Company, continue to be adversely affected.
In addition, the Company has not filed its Annual Report on
Form 10-K for the year ended December 31, 1997 or its Quarterly
Report on Form 10-Q for the three month period ended March 31,
1998. The Company does not anticipate filing its Quarterly Report
on Form 10-Q for the period ended June 30, 1998 in a timely
fashion. Further, the previously announced merger between the
Company and VME remains incomplete. The Company does not
anticipate completing the merger until the committed funding is
received and its public filings are brought up to date.
Separately, the Company's wholly-owned Australian subsidiary
Ogenic Technologies PTY Limited has entered into a research and
development agreement with an affiliate of Deutsch, Morgan,
Grenfall, valued at US$1.1 million over two years.
On May 21, 1998 VME, the Company's majority owned subsidiary
based in Andover, MA, in conjunction with Sony Computer
Entertainment, Inc. (Japan) (Sony) released its latest multi-media
game title developed for the Japanese market, "The Stolen Song"
featuring the Japanese rock artist Hotei. Under the distribution
agreement Sony is responsible for manufacturing, marketing and
distribution of the game and pays VME a royalty on each unit
distributed. Sony's marketing effort includes, television, bill
boards, live demonstrations and point of sale materials. The
introduction of the game was timed to coincide with Hotei's most
recent Japanese concert tour.
Also, the Company's Chief Financial Officer, Mark Kripp has
announced his resignation to pursue other interests.
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SIGNATURES
__________
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
ASSOCIATED TECHNOLOGIES, INC.
By:/s/ Bradley J. Naples
_________________________________
Name: Bradley J. Naples
Title: Chief Executive Officer
Dated: August 3, 1998
124523
