UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 13, 1998
DATASTREAM SYSTEMS, INC.
(Exact name of Registrant as specified in Its Charter)
DELAWARE 0-25590 57-0813674
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
50 DATASTREAM PLAZA, GREENVILLE, SC 29605
(Address of principle executive offices) (Zip Code)
(Telephone number of registrant) (864) 422-5001
NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year, if changed since last
report)
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ITEM 5. OTHER EVENTS
On July 13, 1998, Datastream Systems, Inc., a Delaware corporation
(the "Registrant") entered into an Asset Sale Agreement to acquire certain
assets of Datastream (Pacific) Pty Ltd. an Australian corporation
headquartered in Brisbane, Australia ("DSTM-PAC"). DSTM-PAC, founded in 1997,
was the exclusive distributor of the Registrant's products in Australia and
New Zealand. The assets purchased include customer contracts, equipment
leases, goodwill, intellectual property, plant and equipment, corporate
records and inventory. In consideration of the acquisition and pursuant to
the Asset Sale Agreement, the Registrant agreed to pay for such assets
approximately $600,000, comprised of 13,274 shares of the Registrant's common
stock, $.01 par value per share (the "Common Stock"), and approximately
$300,000 in cash. The Company used proceeds from its initial public offering
in April 1995 and its secondary offering in October 1995 to fund the
acquisition. The issuance of the 13,274 shares of Common Stock was contingent
upon receipt by the Registrant of certain consents and documentation required
by the Registrant to assign certain of the assets of DSTM-PAC. After receipt
of such required consents and documentation, the Registrant issued the 13,274
shares of Common Stock to the DSTM-PAC shareholders on December 28, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The following exhibits are filed herewith in accordance with the
provisions of Item 601 of Regulation S-K:
Exhibit No. Description of Exhibit
2.1* Asset Sale Agreement, dated as of July 13, 1998, by and among
Datastream Systems, Inc., Datastream Asia Pacific Pty Ltd.,
Datastream (Pacific) Pty Ltd. and the stockholders of Datastream
(Pacific)Pty Ltd. listed on the signature pages thereto.
* Previously Filed
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ITEM 9. SALE OF SECURITIES PURSUANT TO REGULATION S.
As a portion of the consideration for the acquisition of certain
assets of DSTM-PAC, the Registrant issued 13,274 shares of its Common Stock to
the DSTM-PAC stockholders on December 28,1998. The shares of Common Stock
were issued without registration pursuant to the exemption provided by Rule
903 of Regulation S promulgated under the Securities Act of 1933, as amended
("Regulation S"). The Registrant claims this exemption from registration on
the basis that the issuance was made (i) in an "offshore transaction" to
persons each of whom are not a "U.S. person" as defined in Rule 902 of
Regulation S, (ii) the Registrant and its affiliates and any agent acting on
behalf of the Registrant or its affiliates will not engage in any "directed
selling efforts" as defined in Rule 902 of Regulation S, (iii) "Offering
Restrictions" as defined by Rule 902 of Regulation S will be, to the extent
applicable, implemented by the Registrant, and (iv) all of the shares of
Common Stock issued to the DSTM-PAC stockholders are subject to the
restriction that they may not be traded after the date of issuance until the
expiration of the Regulation S holding period and bear a legend to such
effect. The Registrant also claims an exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended, because the shares of
Common Stock were issued to a small number of persons in a transaction that
did not involve any public offering.
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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.
DATASTREAM SYSTEMS, INC.
Date: January 8, 1998 By: /s/ Daniel H. Christie
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Daniel H. Christie
Chief Financial Officer
