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)
December 28, 2000
Videonics, Inc.
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(Exact name of Registrant as specified in its Charter)
California 0-25036 77-0118151
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification Number)
1370 Dell Avenue, Campbell, California 95008
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 408-866-8300
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Not Applicable
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(Former name or former address, if changed since last Report)
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
On December 28, 2000 Videonics, Inc., Campbell, California
("Videonics") held its annual meeting of its shareholders whereby its
shareholders approved the Agreement and Plan of Merger between Videonics and
Focus Enhancements, Inc., Wilmington, Massachusetts and its wholly owned
subsidiary PC Video Conversion (collectively, "Focus"), that was executed on
August 30, 2000 and whereby Focus will acquire all of the outstanding stock of
Videonics (the "Merger"). Upon completion of the Merger, each share of Videonics
common stock would be exchanged for 0.87 shares of Focus common stock. The
Merger will be completed when Focus' shareholders approve an amendment to Focus'
Certificate of Incorporation required to effect the Merger.
A copy of a press release issued December 29, 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(1)
Exhibit 99 -- Press Release Concerning Shareholder Approval of Agreement and
Plan of Merger.
(1) Incorporated by reference to the Company's Current Report on Form
8-K filed with the SEC on September 9, 2000 (Filing No. 000-25036).
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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.
Videonics, Inc
Date: January 2, 2001 By: /s/ Gary Williams
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Gary L. Williams
Vice President of Finance and
Chief Financial Officer
