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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): AUGUST 27, 1997
VIDEO SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 000-23388 13-3735647
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) Number)
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240 PEGASUS AVENUE, NORTHVALE, NJ 07647
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 767-1000
INTERNATIONAL POST LIMITED, 545 FIFTH AVENUE, NEW YORK, NY 10017
(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 27, 1997, the Registrant, pursuant to the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of June 27, 1997, among
International Post Limited ("IPL"), Video Services Corporation ("Video") and
Louis H. Siracusano, Arnold P. Ferolito and Donald H. Buck (the stockholders of
Video), completed the merger of IPL and Video (the "Merger"). Pursuant to the
Merger Agreement, the stockholders of Video exchanged all of their shares of
common stock, par value $.01 per share, of Video for 7,223,445 shares of common
stock, par value $.01 per share (the "Common Stock"), of IPL (such amount
included 212,096 shares of Common Stock which replaced an equal number of shares
of Common Stock owned by Video which were cancelled). After the Merger, the
stockholders of Video owned an aggregate of approximately 54.6% of the Common
Stock. Upon completion of the Merger, IPL changed its name to Video Services
Corporation. The press release announcing the completion of the Merger is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
Pursuant to the Merger Agreement, IPL designated 3 directors on
the Registrant's Board of Directors (the "Board") and Video designated 4
directors on the Board.
A Registration Statement on Form S-3, as amended, registering the
resale of the Common Stock which was issued to the Video stockholders in the
Merger, was filed with the Securities and Exchange Commission and became
effective as of August 28, 1997.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) For information related to the date and manner of the
acquisition and a brief description of the assets involved, the nature and
amount of consideration given or received therefor, the principle followed in
determining the amount of such consideration, the identity of the persons from
whom the assets were acquired and the nature of any material relationship
between such persons and the Registrant or any of its affiliates, any director
or officer of the Registrant, or any associate of any such director or officer
see Item 1 hereto and IPL's Proxy Statement for a special meeting of
stockholders held on August 26, 1997 (the "Proxy Statement"). The Proxy
Statement which includes the Merger Agreement as Appendix A, other than the
section entitled "The Merger--Fairness Opinion" and Appendix B (Opinion of
Montgomery Securities) thereto, is incorporated herein by reference.
ITEM 4. CHANGES IN REGISTRANT'S ACCOUNTANT.
As of August 27, 1997, the Registrant retained the services of Ernst &
Young LLP (Video's previous principal accountant) as their principal accountant
to audit the Registrant's financial statements. The Registrant dismissed Arthur
Andersen LLP (IPL's previous principal accountant) as their principal
accountant. The decision to change accountants was recommended by the Board.
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Arthur Andersen LLP's report on the financial statements for either of
the past two years has not contained an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles.
Since August 1, 1995, there have been no disagreements between the
Registrant and Arthur Andersen LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen LLP, would
have caused it to make reference to the subject matter of the disagreements in
connection with its report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The financial statements required to be filed by Item 7(a) of this
Form 8-K will be filed by the Registrant within 60 days after the date that this
Form 8-K must be filed with the Securities and Exchange Commission.
(b) The pro forma financial information required to be filed by Item
7(b) of this Form 8-K will be filed by the Registrant within 60 days after the
date that this Form 8-K must be filed with the Securities and Exchange
Commission.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of June 27, 1997, among
International Post Limited, Video Services Corporation and
Louis H. Siracusano, Arnold P. Ferolito and Donald H. Buck
(incorporated by reference to Exhibit 10.57 to Current Report
on Form 8-K (File No. 000-23388) filed with the Securities and
Exchange Commission on July 8, 1997).
16.1 Arthur Andersen LLP letter re change in certifying accountant.
99.1 Press Release announcing the completion of the Merger.
ITEM 8. CHANGE IN FISCAL YEAR.
The Registrant has determined that as of August 27, 1997 its fiscal
year will end on June 30. The Registrant's Form 10-Q for the quarter ending
September 30, 1997 will include the results of the combined entity from the date
of the Merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
VIDEO SERVICES CORPORATION
By: /s/ Louis H. Siracusano
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Name: Louis H. Siracusano
Title: President and Chief Executive Officer
Date: September 4, 1997
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INDEX TO EXHIBITS
Exhibit No.
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2.1 Agreement and Plan of Merger, dated as of June 27, 1997, among
International Post Limited, Video Services Corporation and Louis
H. Siracusano, Arnold P. Ferolito and Donald H. Buck
(incorporated by reference to Exhibit 10.57 to Current Report on
Form 8-K (File No. 000-23388) filed with the Securities and
Exchange Commission on July 8, 1997).
16.1 Arthur Andersen LLP letter re change in certifying accountant.
99.1 Press Release announcing the completion of the Merger.
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EXHIBIT 16.1
August 27, 1997
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Chief Accountant:
We have read Item 4 included in the attached Form 8-K dated August 27, 1997 of
Video Services Corporation (formerly International Post Limited) to be filed
with the Securities and Exchange Commission and are in agreement with the
statements contained therein.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Copy to:
Mr. Christopher Modrzynski, Video Services Corporation
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Christopher A. Modrzynski
Vice President and Chief Financial Officer
Video Services Corporation
(201) 767-1000
Lisa Ellis/Jake Wengroff
G.S. Schwartz & Co.
(212) 725-4500
INTERNATIONAL POST LIMITED ANNOUNCES MERGER WITH
VIDEO SERVICES CORPORATION
$90 Million Company Is Leading Technology and Creative Services Provider
for Broadcast Industry Worldwide
NEW YORK, NY, August 27, 1997 - International Post Limited (NASDAQ National
Market - POST), New York City, a leading provider of technical and creative
services to the television industry, and Video Services Corporation, Northvale,
N.J., a privately held advanced technology company specializing in value-added
video services for the cable and broadcast television and corporate markets,
announced that the merger (the "Merger") of the companies was approved at a
special meeting of stockholders of International Post on August 26, 1997 and
completed on August 27, 1997.
The name of the merged company will be Video Services
Corporation. The common stock will trade on the Nasdaq National Market under the
symbol VSCX. Under the terms of the merger agreement announced on July 2, 1997,
International Post issued approximately 7.0 million shares of common stock in
connection with the merger.
CRITICAL MASS IN A CONSOLIDATING INDUSTRY
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"We expect the Merger to offer strategic and financial
synergies that will have immediate impact," explained Louis H. Siracusano,
President and Chief Executive Officer of the newly formed company. "The
additional services that we can market to our combined customer base provide a
comprehensive outsourcing solution and a powerful competitive advantage." Mr.
Siracusano was formerly the Chairman, President and Chief Executive Officer and
a director of the previous Video Services entity.
"We anticipate a more predictable revenue stream based on the
long-term client relationships firmly established by Video Services, with added
stability to the company's earnings and cash flow," said Terrence A. Elkes,
Chairman of the Board of the new company. Mr. Elkes is Managing Director of
Apollo Partners, Ltd. and is the former President and Chief Executive Officer of
Viacom International, Inc.
SYNERGIES IN ACTION--NINE OPERATING SUBSIDIARIES IN THREE STATES
The merger of the two companies offers present and potential
clients a comprehensive outsourcing solution -- each of the nine operating
subsidiaries is a leader in its market. The new company will offer a "one-stop
shop" for all aspects of artistic and technical video production services--in
any format, from creative editing to the most sophisticated engineering services
worldwide.
Video Services Corporation's capabilities include:
- Design, engineering and production of advanced
digital and analog video systems for the television,
cable, post-production and corporate markets.
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- Commercial integration and distribution of broadcast
quality content via satellite and fiber optics to
both the broadcast and cable television networks and
syndicated programming markets
- Special video effects in high resolution formats for
television commercials and programming
- Technical and creative services to producers of
original programming
- Studio facilities and multi-standard post-production
services to international programmers
- Standards conversion, network playback, duplication
and audio services to international programmers and
owners of television and film libraries
- Rental of professional video equipment to the sports,
entertainment and other professional broadcast
markets
- Design and production of intranets, extranets, and
internet sites as well as consulting, creative and
support services to these technologies
GROWTH OPPORTUNITIES
Video Services Corporation is well-positioned to capitalize on
opportunities created by emerging compression technologies and the proliferation
of new distribution channels, as well as the industry-wide migration of
broadcasting standards from analog to digital.
This news release contains forward-looking statements which
are based on the Company's expectations and are subject to a number of risks and
uncertainties, certain of which
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are beyond the Company's control. Actual results could vary materially from
expected results due to a variety of factors, including but not limited to, the
general performance of the economy, specifically as it affects the advertising,
entertainment and television and video industries; the international economic
and political climate which could impact the sale of domestic programming
overseas; significant changes in video technology in the post-production, video
and communications industries; and other factors applicable to the Company and
its business referred to in the Securities and Exchange Commission filings of
the Company, particularly the Company's Form 10-K filing for the year ended July
31, 1996 and the proxy statement regarding the stockholders meeting to vote on
the Merger dated July 25, 1997.
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