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 30, 2000
Videonics, Inc.
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
California 77-0118151
---------------------------- ----------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
0-25036
--------------
(SEC File No.)
1370 Dell Avenue, Campbell, California 95008
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 408-866-8300
Not Applicable
(Former name or former address, if changed since last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
On August 30, 2000, Videonics, Inc., Campbell, California ("Videonics")
entered into an Agreement and Plan of Merger with Focus Enhancement, Inc.,
Wilmington, Massachusetts and its wholly owned subsidiary PC Video Conversion
(collectively, "Focus"), whereby Focus will acquire all of the outstanding stock
of Videonics (the "Merger"). The agreement is subject to, among other things,
approval by the shareholders of Videonics and Focus. Upon completion of the
Merger, each share of Videonics common stock would be exchanged for .87 shares
of Focus common stock.
A copy of a press release issued August 31, 2000 by the Registrant is
attached hereto as Exhibit 99 and is incorporated herein by reference in its
entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit 2 -- Agreement and Plan of Merger
Exhibit 99 -- Press Release Concerning Agreement and Plan of Merger.
2
<PAGE>
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.
Videonics, Inc
Date: September 5, 2000 By: /s/ Gary Williams
-------------------------------
Gary Williams
Vice President of Finance and
Chief Financial Officer
3
