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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 30, 1997
GLOBAL DIRECTMAIL CORP
(Exact name of registrant as specified in its charter)
DELAWARE 1-13792 11-3262067
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) number) Identification No.)
22 HARBOR PARK DRIVE, PORT WASHINGTON, NEW YORK 11050
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 625-1555
Page 1 of 4
Exhibit Index at Page 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 30, 1997 Midwest Micro Corp., a Delaware corporation
and a wholly owned subsidiary of the Registrant ("Midwest"),
acquired substantially all of the assets, and assumed certain
liabilities, of Infotel, Inc. ("Infotel"), a privately held Ohio
corporation, for $40 million in cash and 375,000 shares of the
Registrant's common stock (valued at approximately $8.4 million
based on $22.375 per share, the New York Stock Exchange closing
price of the Registrant's common stock on September 30, 1997), paid
at closing. Pursuant to the terms of the acquisition agreement,
dated September 12, 1997 (See Exhibit 10.1), an additional $12
million in cash consideration may be payable to Infotel contingent
upon the achievement of certain earnings targets. No outside
financing was used to fund this transaction.
Infotel, located in Fletcher, Ohio, markets and sells, under the
trade names Infotel and Midwest Micro, brand name computers and
computer related products by direct mail and also assembles and
sells its own brand of personal computers. The assets acquired
include fixed assets (such as equipment and office furniture),
intellectual property, license and other contract rights, inventory,
accounts receivable, customer and mailing lists and real property.
Infotel's senior management including Mark Runkle, its co-founder
and CEO, will continue to manage the acquired business of Infotel as
a subsidiary of the Registrant and it is contemplated that the
acquired assets will continue to be used in the acquired business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Financial Statements of Business Acquired
Not required.
b) Pro Forma Financial Information
Not required.
c) Exhibits:
See Exhibit Index on page 4.
Page 2 of 4
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SIGNATURE
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 thereunto duly authorized.
Date: October 15, 1997
Global DirectMail Corp
By: /s/ HOWARD KOHOS
___________________
Howard Kohos
Chief Accounting Officer
(Principal Accounting Officer)
Page 3 of 4
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
<S> <C> <C>
10.1 Asset Purchase Agreement dated September 12, 1997 among *
Infotel, Inc., Mark L. Runkle, Midwest Micro Corp.
and Global DirectMail Corp
99.1 Press Release of Global DirectMail Corp
dated October 1, 1997.
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* Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form
8-K dated September 26, 1997.
Page 4 of 4
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[LETTERHEAD OF GLOBAL DIRECTMAIL CORP]
GLOBAL DIRECTMAIL CLOSES ON INFOTEL ACQUISITION
BILLION DOLLAR COMPUTER PRODUCTS RETAILER
ADDS $235 MILLION 'BUILD-TO-ORDER' PC MARKETER
PORT WASHINGTON, N.Y., Wednesday, October 1, 1997 -- Global DirectMail Corp
(NYSE: GML) -- a direct mail computer products retailer with $1 billion in sales
- -- has closed on its acquisition of privately held Infotel, Inc. of Fletcher,
Ohio, a $235 million in revenue direct mail computer products marketer and
reseller. As previously announced, the acquisition price was $40 million in cash
and 375,000 shares of Global common stock, with additional contingent
consideration for continuing management. Mark Runkle, Infotel co-founder and
CEO; Kent Markley, Infotel co-founder and President; and other senior members of
Infotel's experienced management team will continue with the organization.
"Infotel expands our position in personal computers and, in particular, the
emerging market for 'build-to-order' PCs," said Richard Leeds, Global's Chairman
and CEO. "Long-term, Infotel fits in well with Global's strategy of
significantly growing our PC systems business." He noted that Infotel has strong
management; the capacity to process as much as $1 billion in "build-to-order"
PCs a year; well-regarded private label "build-to-order" brands (MidWest Micro,
Ultra); authorizations from many name brand companies (such as Microsoft, IBM
and Hewlett Packard); and a well-established computer products business through
its Infotel Distributing and MidWest Micro catalogs to value-added resellers,
mid-sized corporate customers, and the small office/home office market. Plans
call for Global to step up Infotel's sales growth while significantly reducing
costs.
Global DirectMail Corp is a leading direct marketer of brand name and
private label computer, office and industrial products in North America and
Europe to mid- and large-sized corporate customers, the small office/home office
market, and to value-added resellers. For more information, call Global at
516-625-1555 x7181.
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ED. NOTE: Global DirectMail Corp is spelled with a capital G, D, M and C; no
space between "Direct" and "Mail"; and no period after "Corp". Contact: Investor
Contact: Kelly Maude, Investor Relations, Global DirectMail Corp, 516-625-1555
x7181. Email: [email protected]. Media Contact: Gary Fishman,
Hudson Stone Group, 212-527-4808.
