ROM TECH INC
8-K, 1998-08-19
PREPACKAGED SOFTWARE
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<PAGE>   1
                       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 14, 1998
                                                          ---------------

                                  ROMTECH, INC.
                                  -------------
             (Exact name of registrant as specified in its charter)


       Pennsylvania                       0-27102                23-2694937
       ------------                       -------                ----------
(State or other jurisdiction      (Commission File Number)      (IRS Employer
of incorporation)                                            Identification No.)



2000 Cabot Blvd. West, Suite 110, Langhorne, PA                  19047-1833
- -----------------------------------------------                  ----------
(Address of principal executive offices)                          (Zip Code)


       Registrant's telephone number, including area code: (215) 750-6606


                    -----------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>   2


Item 5.  Other Events.

         RomTech Inc. (the "Company") issued a press release on August 18, 1998
announcing the Company's acquisition on August 14, 1998 of Software Partners
Publishing and Distribution Limited, a U.K. distributor of personal computer
software for consumer entertainment and small office/home office applications,
as described in the press release attached as Exhibit 99.1 and incorporated
herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         a.       None.

         b.       None.

         c.       Exhibits.

                  99.1     Press Release dated August 18, 1998.


                                   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.

                                           ROMTECH, INC.


                                           By: /s/ GERALD W. KLEIN
                                              -----------------------------
                                                Gerald W. Klein, President,
                                                Chief Executive Officer and
                                                Chief Financial Officer

Dated: August 19, 1998



<PAGE>   1


                                                                    EXHIBIT 99.1

                     ROMTECH, INC. ACQUIRES U.K. DISTRIBUTOR

    Langhorne, PA., August 18, 1998 /PRNewswire/ -- RomTech, Inc.(Nasdaq: ROMT)
today announced it has acquired Software Partners Publishing and Distribution
Limited, a U.K. distributor of personal computer software for consumer
entertainment and small office/home office applications. RomTech believes that
the acquisition will allow RomTech to expand its product offerings in the U.K.
while providing an established base for the company to distribute its products
in the leading European markets.

    Under the terms of the acquisition agreement, the shareholders of Software
Partners sold all of the outstanding shares of Software Partners to RomTech, and
RomTech issued 150,000 shares of Common Stock as consideration for the Software
Partners' shares. RomTech intends to account for the transaction as a purchase.

    Based in Cambridgeshire, England, Software Partners has been selling RomTech
products for over a year and already RomTech's Galaxy Series titles are among
the top sellers in several major UK retail chains, including Games Ltd.,
Electronic Boutique and PC World. Paul Ward will continue as Managing Director
of Software Partners and will report to Patrick Alexander, Director of
International Sales for RomTech.

    RomTech, headquartered in Langhorne, PA develops, publishes, markets
and sells a diversified line of personal computer software primarily for
consumer entertainment and business applications. RomTech promotes the Galaxy
of Games(TM), Galaxy of Home Office Help(TM) and Game Master(TM) brand names
(the "Galaxy Series") in order to generate customer loyalty, encourage repeat
purchases and differentiate the Galaxy Software products to retailers and
consumers. RomTech targets the market of home and small business personal
computer users. In North America RomTech's sales are primarily made through a
large national distributor that sells to large national retail chain stores,
and on the internet at www.romt.com or www.mbyte.com.

    This press release contains certain forward-looking statements,
including without limitation, statements regarding the expansion of RomTech's
product offerings in the U.K. The actual results achieved by RomTech, and the
factors that could cause actual results to differ materially from those
indicated by the forward-looking statements, are in many ways beyond RomTech's
control. RomTech cautions readers that the following important factors, among
others, could affect RomTech's actual results in the U.K. or European markets
to vary materially from expected results: the success of the Galaxy branding
strategy and sales of Galaxy Series titles in the U.K. and European markets;
the allocation of adequate shelf space for RomTech's products in major retail
chain stores; successful sell-through results for RomTech's products at retail
stores; the continued success of the relationship of RomTech with its North
American distributor; the continued expansion of the computer in homes in North
America and England; the ability to deliver products in response to orders
within a commercially acceptable time frame; downward pricing pressure; the
acceptance by the market of the Game Master and other Galaxy products; the
costs of developing, producing and marketing such products; access to
distribution channels; consumers' continuing demand for value-priced software;
competition; and various other factors, many of which are beyond the Company's
control.

    Contact: Gerald W. Klein of RomTech, 215-750-6606, ext. 118. RomTech,
Inc.'s press releases are available through CompanyNews On-Call by fax,
800-758-5804, ext. 127319, or at http://www.prnewswire.com.




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