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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 7, 1996
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ZYCON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-95284 94-2348052
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
445 El Camino Real, Santa Clara, CA 95050
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(Address of principal executive offices)
Registrant's telephone number, including area code (408) 241-9900
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(Former name or former address, if changed since last report.)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 7, 1996, the registrant entered into an asset purchase agreement
(the "Agreement") with Alternate Circuit Technology, Inc. ("ACT") and the
shareholders of Alternate Circuit Technology, Inc. (the "ACT Shareholders").
Pursuant to the Agreement, the registrant shall purchase all of ACT's assets,
properties (tangible and intangible) and rights used in or related to the
business conducted by ACT (the "Assets") except certain excluded assets, such
excluded assets having a total value of $1,481,550.08.
ACT is in the business of owning, operating and managing a quick turnaround
printed circuit board manufacturing facility in Massachusetts. The Assets
include ACT's cash, accounts receivable, inventory, equipment and leasehold
improvements, tools and supplies, all general intangibles used in the business,
ISO certificates, goodwill, contract rights, intellectual properties, and rights
under the MIFA lease financing. The registrant intends to continue to use the
Assets as ACT did, in the operation and management of a printed circuit board
manufacturing facility in Massachusetts.
The purchase price for the Assets consists of assumed liabilities having an
approximate value of $4,495,475.00, cash of $8,772,182.00 subject to adjustment,
and 50,000 shares of the registrant's $0.001 par value common stock. The cash
portion of the purchase price will be increased or decreased, as the case may
be, by the difference between ACT's net worth determined according to the
registrant's certified public accountants, on the close of business on the day
immediately preceding the closing date and $3,911,420.00. In no event will the
adjustment increase the total purchase price to more than $14,750,000.00 plus
the amount of cash included in the Assets to be transferred. The principles
followed in determining the amount of such consideration included an evaluation
of ACT's book value and revenues. The consideration for the Assets is
approximately two times the book value. The source of the funds used to acquire
the Assets is the registrant's working capital.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
At this time it is impracticable to provide the required financial
statements of ACT, the acquired business. These financial statements will be
filed on or before August 23, 1996, within 60 days of the filing of the Form 8-K
filed on June 24, 1996.
(b) Pro Forma financial information.
At this time it is impracticable to provide the required pro forma
financial information relative to ACT, the acquired business. This pro forma
financial information will be filed on or before August 23, 1996, within 60 days
of the filing of the Form 8-K filed on June 24, 1996.
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.
Zycon Corporation
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(Registrant)
Date: July 24, 1996. Kenneth R. Shilling
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Kenneth R. Shilling,
Vice President, Finance and
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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2* Plan of Acquisition - Asset Purchase
Agreement
4.1* Specimen Stock Certificate
4.2* Restated Certificate of Incorporation
4.3* Bylaws of Registrant
23.1** Consent of BDO Seidman, LLP
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* Exhibits 4.1, 4.2, and 4.3 are incorporated by reference to Exhibits 4.1,
3.3, and 3.4 respectively, to the Registrant's Registration Statement on Form S-
1, No. 33-95284. Exhibit 2 is incorporated by reference to Exhibit 2 of the
Registrant's Form 8-K filed on June 24, 1996.
**To be filed at a later date with ACT's financial statements.
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