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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) May 25, 2000
TAB PRODUCTS CO.
(Exact name of registrant as specified in its charter)
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Delaware 001-07736 94-1190862
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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2130 GOLD STREET
P.O. BOX 649061
SAN JOSE, CALIFORNIA 95164-9061
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (408) 586-1600
1400 Page Mill Road, Palo Alto, California 94304
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 25, 2000, the Registrant acquired certain operating assets and
assumed certain liabilities and obligations of Docucon, Incorporated, a Delaware
corporation ("Docucon"), constituting the San Antonio, Texas electronic imaging
conversion services center (collectively, the "Acquisition"), pursuant to the
terms of an Asset Purchase Agreement, dated as of March 7, 2000 (the
"Agreement"), by and among the Registrant, Bunt Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of the Registrant, and Docucon.
A copy of the Agreement is included herein as Exhibit 2.1. The Registrant
intends to integrate such operating assets into its business operations and
intends to continue the operation located in San Antonio, Texas.
Under the Agreement, the purchase price paid was approximately
$2,800,000, and the liabilities and obligations assumed were valued at about
$2,300,000. The purchase price is subject to adjustments thirty (30) days after
the closing based on the total net value of the assets acquired, as set forth in
a closing balance sheet. The consideration for the Acquisition was determined
through arms-length negotiation, and the cash portion of the purchase price was
paid partially by cancellation of indebtedness owing to the Registrant of
approximately $1,100,000 and the balance of about $1,700,000 was paid out of
funds from the working capital of the Registrant.
There were no material relationships between Docucon and the Registrant
or any of its affiliates, any director or officer of the Registrant, or any
associate of any such director or officer prior to the Acquisition.
On June 5, 2000, the Registrant announced the consummation of the
Acquisition. A copy of the press release is included herein as Exhibit 99.1.
ITEM 5. OTHER EVENTS
On May 22, 2000, the Registrant relocated its headquarters from 1400
Page Mill Road, Palo Alto, California 94304 to 2130 Gold Street, P.O. Box
649061, San Jose, California 95164.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) The Registrant intends to file the required financial
statements on or before August 8, 2000.
(b) The Registrant intends to file the required pro forma
financial information on or before August 8, 2000.
(c) Exhibits.
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Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of March 7, 2000, by
and among the Registrant, and Bunt Acquisition
Corporation, a Delaware corporation and
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Exhibit No. Description
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wholly-owned subsidiary of Registrant, on the one hand,
and Docucon, Incorporated, a Delaware corporation, on the
other hand.
99.1 Registrant press release dated June 5, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
TAB PRODUCTS CO.
Date: June 9, 2000 By: /s/ David J. Davis
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David J. Davis
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of March 7, 2000, by
and among the Registrant, and Bunt Acquisition
Corporation, a Delaware corporation and wholly-owned
subsidiary of Registrant, on the one hand, and Docucon,
Incorporated, a Delaware corporation, on the other
hand.
99.1 Registrant press release dated June 5, 2000.
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