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
Date of Report (Date of Earliest Event Reported): July 1, 2000
SIBONEY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Maryland 1-3952 73-0629975
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
325 North Kirkwood Road, Suite 310,
P.O. Box 221029, St. Louis, Missouri 63122
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(Address of Principal Executive Offices) (Zip Code)
(314) 822-3163
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(Registrant's telephone number, including area code)
34 North Brentwood Blvd., Suite 211, P.O. Box 16184, St. Louis, Missouri 63105
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective July 1, 2000, Siboney Learning Group, the Company's
wholly-owned subsidiary, completed the purchase of the publishing assets and
corporate name of Teacher Support Software. The business of Teacher Support
Software is described in Item 5 of the Company's quarterly report on Form 10-Q
for the quarter ended March 31, 2000. The purchase price of $650,000 was paid by
delivery of $300,000 in cash at closing and delivery to seller of the promissory
note of Siboney Learning Group in principal amount of $350,000, calling for
fourteen (14) quarterly principal payments, without interest, of $25,000 each,
and with final payment on January 31, 2004. The note obligations were guaranteed
by the Company. In addition, the Company is obligated to pay Seller certain
contingent payments consisting of a percentage of annual net sales in years
2001, 2002 and 2003 of the product line purchased from Teacher Support Software,
assuming annual sales exceed specified minimum amounts. Funds of the Company on
hand and funds obtained by utilization of the Company's existing line of credit
with its principal lender were used to close this transaction.
ITEM 7. FINANCIAL STATEMENTS
(a) Financial Statements of Business Acquired
The financial statements of Teacher Support Software will be filed by
amendment to this Form 8-K not later than September 13, 2000.
(b) Pro Forma Financial Information
The pro forma financial information required by this item will be
filed by amendment to this Form 8-K not later than September 13, 2000.
(c) Exhibits
Exhibit 2 - Asset Purchase Agreement between Teacher Support Software,
Inc. and Siboney Learning Group, Inc. dated June 8, 2000, filed herewith.
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SIGNATURES
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.
Dated: July 25, 2000
SIBONEY CORPORATION
By: /s/ Rebecca Braddock
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Rebecca Braddock,
Vice President
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EXHIBIT INDEX
Exhibit No. Description
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2 Asset Purchase Agreement between Teacher Support Software,
Inc. and Siboney Learning Group, Inc., dated June 8, 2000,
with schedules, filed herewith.
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