<PAGE>
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
September 24, 1998
- -------------------------------------------------------------------------------
Date of Report (Date of earliest event reported)
ALLIED DIGITAL TECHNOLOGIES CORP.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
- -------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-13580 38-3191597
- ------------------------ -------------------------------------
(Commission File Number) (IRS Employer Identification No.)
140 FELL COURT, HAUPPAUGE, NEW YORK 11788
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(516) 232-2323
- -------------------------------------------------------------------------------
Registrant's telephone number, including area code
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On September 24, 1998, Allied Digital Technologies Corp. ("Allied")
announced that Analog Acquisition Corp. ("AAC"), a Delaware corporation formed
at the direction of 399 Venture Partners, Inc. ("399"), which is an affiliate of
Citicorp Venture Capital, Ltd., had merged (the "Allied Merger") with and into
Allied pursuant to an Agreement and Plan of Merger, dated as of May 5, 1998,
between Allied and AAC (the "Merger Agreement") with Allied as the surviving
company. In the Allied Merger, each stockholder of Allied (other than 1,100,110
shares of Allied common stock, par value $.01 per share ("Allied Common Stock")
held by 399 and certain management stockholders who elected to retain an
aggregate of 74,998 shares of Allied Common Stock, each of which was converted
into shares of surviving corporation capital stock and any stockholders who
perfect their appraisal rights) received $5 in cash for each share of Allied
Common Stock held by them. The Allied Merger was treated as a recapitalization
for accounting purposes.
The transactions contemplated by the Merger Agreement were funded in
part from (a) a $75 million senior secured credit facility and a $25 million
secured revolving credit facility led by Fleet National Bank and (b) a $20
million unsecured senior subordinated credit facility led by Citicorp Mezzanine
Partners, L.P.
(b) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 5,
1998, between Allied Digital Technologies Corp. and
Analog Acquisition Corp. (incorporated by reference
to the Form 8-K filed by Allied Digital Technologies
Corp. on May 15, 1998).
99.1 Press Release of Allied Digital Technologies Corp.
dated September 23, 1998.
99.2 Press Release of Allied Digital Technologies Corp.
dated September 25, 1998.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Allied Digital Technologies Corp. has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ALLIED DIGITAL TECHNOLOGIES CORP.
By: /s/ Emily M. Hill
-----------------------------------
Emily M. Hill
Chief Financial Officer
3
<PAGE>
Exhibit No. Description
----------- ------------
2.1 Agreement and Plan of Merger, dated
as of May 5, 1998, between Allied
Digital Technologies Corp. and Analog
Acquisition Corp. (incorporated by
reference to the Form 8-K filed by
Allied Digital Technologies Corp. on
May 15, 1998).
99.1 Press Release of Allied Digital
Technologies Corp. dated September
23, 1998.
99.2 Press Release of Allied Digital
Technologies Corp. dated September
25, 1998.
4
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
- ---------------------
HAUPPAUGE, N.Y., September 23, 1998 -- Allied Digital Technologies Corp.
(AMEX: ADK) announced that at a special meeting of stockholders held today
(September 23, 1998), the proposed merger of the Company and Analog Acquisition
Corp. has been approved.
As previously announced, under the terms of the Merger Agreement, stockholders
will receive $5.00 per share in cash, other than shares held by 399 Venture
Partners, Inc. and certain management members which will be retained following
the Merger. Following the Merger, the Company will no longer be publicly traded.
The Company currently expects that the Merger and related financings will be
consumated on Thursday, September 24, 1998 or as soon as practicable thereafter,
subject to fullfillment or waiver of the applicable conditions to the closing of
the Merger.
Allied is one of the leading multimedia duplicators of CDs, CD-ROM,
audiocassettes and videocassettes in the United States. It is a project
management supplier capable of performing every phase of a job from concept
designing to delivery of the finished product in any media format.
For information, contact:
Dick Gersh
Richard Gersh Associates, Inc.
(212) 757-1101
<PAGE>
FOR IMMEDIATE RELEASE
- ---------------------
HAUPPAUGE, N.Y., September 25, 1998 -- Allied Digital Technologies Corp.
(AMEX: ADK) announced that the Merger and related financings were consummated
on Thursday, September 24, 1998.
As previously announced, under the terms of the Merger Agreement, stockholders
will receive $5.00 per share in cash, other than shares held by 399 Venture
Partners, Inc. and certain management members which will be retained following
the Merger. Following the Merger, the Company will no longer be publicly traded.
Allied is one of the leading multimedia duplicators of CDs, CD-ROM,
audiocassettes and videocassettes in the United States. It is a project
management supplier capable of performing every phase of a job from concept
designing to delivery of the finished product in any media format.
For information, contact:
Dick Gersh
Richard Gersh Associates, Inc.
(212) 757-1101
