SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 3, 1997
CHS ELECTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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FLORIDA
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-24244 87-0435376
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
CHS ELECTRONICS, INC.
2153 N.W. 86TH AVENUE
MIAMI, FLORIDA 33122
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 716-8273
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 3, 1997, CHS Electronics, Inc. (the "Company"), a
Florida corporation, acquired, for approximately $117 million, 97.4% of Santech
Micro Group ASA ("Santech"), a distributor with operations in Norway, Sweden and
Denmark. Pursuant to Norwegian law, the Company is making an offer for the
remaining 2.6% of Santech on terms commensurate, on a pro rata basis, with its
initial purchase of the 97.4% interest of Santech. In addition to distributing
the microcomputer products of the same vendors as other subsidiaries of the
Company, Santech distributes telecommunications products and both distributes
and provides consulting services for desktop publishing solutions. Santech's
principal customers are public and private businesses and approximately 15% of
its sales are through the Internet. Santech, which is the largest computer
distributor in Scandinavia, had 1996 sales of $718 million.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) & (b) It is currently not feasible to provide financial statements,
pro forma or otherwise, required pursuant to Regulation S-K in connection with
the acquisition identified in Item 2 above. This Report will be amended within
60 days from the date this Report is filed to include such financial statement
information.
(c) Exhibits
10.1 Offer Document - Santech Micro Group ASA.
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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.
CHS ELECTRONICS, INC.
Date: October 13, 1997 By: /s/ Craig Toll
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Craig Toll
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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10.1 Offer Document - Santech Micro Group ASA.
EXHIBIT 10.1
OFFER DOCUMENT - SANTECH MICRO GROUP ASA
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TO BE USED ON ACCEPTANCE OF THE OFFER FROM CHS ELECTRONICS NORGE AS TO PURCHASE
ALL THE SHARES IN SANTECH MICRO GROUP ASA
Return to:
Orkla Finans (Fondsmegling) A.S.
P.O. Box 1724 - Vika
0121 Oslo
Tel: 22 40 08 00
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THE SHARE REGISTER OF SANTECH MICRO GROUP ASA SHOWS ON JUNE 27, 1995:
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VSP account NUMBER OF SHARES REGISTERED RIGHTS HOLDER?:
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ACCEPTANCE DEADLINE
THE ACCEPTANCE MUST BE RECEIVED BY ORKLA FINANS (FONDSMEGLING) A.S BY 4:00 P.M.
ON AUGUST 25, 1997. SHAREHOLDERS WITH SHARES IN SANTECH MICRO GROUP ASA DIVIDED
BETWEEN SEVERAL VPS ACCOUNTS WILL RECEIVE AN ACCEPTANCE FORM FOR EACH ACCOUNT.
ALL ACCEPTANCE FORMS RECEIVED MUST BE COMPLETED AND RETURNED WITHIN THE
ACCEPTANCE DEADLINE.
To CHS Electronics Norge AS (Offerer) and Orkla Finans (Fondsmegling) A.S
(Orkla Finans):
1 I/we have received the offer document dated August 8, 1997 and accept the
offer as described in the offer document to purchase all my/our share(s) in
Santech Micro Group ASA in accordance with the terms of the offer.
The acceptance also includes any shares which, in addition to the number of
shares specified above, have been acquired or will be acquired and will be
credited to the above VPS account prior to receipt and registration of the
acceptance by Orkla Finans.
2 I/we acknowledge that from the date hereof I/we are not able to sell or
otherwise pledge or transfer to another VPS account the shares in Santech
Micro Group ASA which are covered by the acceptance. Further, I/we accept
that the shares included in this acceptance are transferred to a separate
blocked VPS account registered in my/our name with Orkla Finans as rights
holder on behalf of the Offerer.
3 Orkla Finans is given irrevocable authority to charge my/our VPS account for
the shares in Santech Micro Group ASA covered by this acceptance.
4 I/we give Orkla Finans irrevocable authority to transfer the shares to a VPS
account in the Offerer's name at the same time as settlement for the shares
takes place, within three banking days of notice that the offer terms have
been fulfilled.
5 I/we are aware that cash settlement will take place through directly
crediting the bank account for payment of dividends which is registered on
my/our VPS account(s) or, if such account has not been notified, settlement
will be made to me/us by currency cheques.
6 My/our shares in Santech Micro Group ASA are transferred free of charges of
any type. I/we acknowledge that this acceptance may only be treated as valid
if any rights holders (marked with a YES under "REGISTERED RIGHTS HOLDER"
above right) have given written approval on this acceptance form to the
shares being sold and transferred to the Offerer.
7 The Offerer will pay my/our directly related transaction costs in VPS in
connection with my/our acceptances.
8 If the offer is canceled and the share purchase not implemented, the shares
will be immediately returned to the relevant shareholder to the VPS account
specified on this acceptance form.
9 This agreement shall be governed by, and interpreted in accordance with,
Norwegian law. Conflicts which arise in connection with the agreement and
cannot be resolved amicably are to be decided by arbitration in accordance
with ss.26-6 of the Norwegian Securities Trading Act, and the parties agree
that the arbitration tribunal shall consist of three members as stated there.
If it is not practical to establish the arbitration tribunal in the manner
stated there, the Chairman of the Stock Exchange Appeals Committee is to
appoint the arbitration tribunal. The party in respect of which a complaint
is made to the arbitration tribunal is bound to submit a reply within 14 days
of the start of proceedings and as far as possible the decision of the
arbitration tribunal is to be given within four weeks from receipt of the
reply by the tribunal. A failure to respond will not lead to the proceedings
being extended or the decision deferred and in such a case the decision of
the arbitration tribunal is to be given on the basis of the material
presented.
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Place Date Binding Signature*
*If signed pursuant to an authorization or company certificate should be
attached.
RIGHTS HOLDER:
If rights holders are registered on the VPS account, this is specified with a
YES in the top right-hand corner of this acceptance form. As rights holder the
undersigned consents to this transaction.
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Place Date Binding Signature*
*If signed pursuant to an authorization, the authorization or company
certificate should be attached.
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