UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 reported) April 30, 2002
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Vicom, Incorporated
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(Exact name of registrant as specified in its chapter)
Minnesota 13529 41-1255001
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9449 Science Center Drive
New Hope, Minnesota 55428
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 763-504-3000
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(Former name or former address, if changed since last report)
Item 5
Other Events and Regulation FD Disclosure.
The attached press releases were issued on various dates related to an
unsolicited offer from The Amara Group, Inc.
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Form 8-K report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: June 4, 2002 Vicom, Incorporated
By /s/ James L. Mandel
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James L. Mandel
Chief Executive Officer
Vicom Receives Buyout Offer Of $3.75 Per Share, Approximately $65
million, From The Amara Group, Inc.
UPDATED: TUESDAY, APRIL 30, 2002 02:38 PM ET
MINNEAPOLIS--(BUSINESS WIRE)--April 30, 2002--Vicom, Incorporated (Nasdaq: VICM,
news, msgs), a Minneapolis based technology and entertainment content provider
announced today that it has received an unsolicited offer to purchase the
company for $3.75 per share from the Amara Group, Inc. Further, Amara has
indicated, they own not quite 5% of the outstanding shares of the company at
this time. The offer by Amara is viewed to be friendly at this time. The board
of directors and management of Vicom are evaluating the offer and will respond
in a reasonable period of time.
James L. Mandel, Chief Executive Officer of Vicom stated "As a large shareholder
in the company we respect and are taking the Amara offer very seriously. The
board will undertake a complete review of their initial offer and decide whether
to reject, negotiate or seek other offers."
The Amara group offer consists of $1.25 per share in cash and a 7 year zero
coupon note with a face value of $2.50 per share. The offer is conditional upon
several factors including completion of customary due diligence by Amara,
execution of definitive merger documents, financing and shareholder approval.
About Vicom, Inc. -
Vicom, Inc., through its Corporate Technologies USA, Inc. and MultiBand, Inc.
subsidiaries, provides a full range of voice, data and video communications
systems and subscriber services, including products from Siemens, NEC,
ECI/Tadiran, Compaq, Active Voice, Cisco, Nortel, IBM, and Microsoft. Vicom has
provided clients state-of-the-art systems and services since 1975 and can be
found on the Internet at: http://www.vicominc.net/.
Vicom's MultiBand subsidiary delivers satellite-based digital cable television,
local dial tone, long distance and high-speed Internet services on one combined
billing and delivery platform to residents of multi-dwelling properties. For
information regarding MultiBand services, please visit our website at:
http://www.multiband.tv/.
The Corporate Technologies USA, Inc. subsidiary provides service, system
integration, training and related communications sales and support activities
for commercial, professional and institutional users. For information about
Corporate Technologies, USA services, please visit our website at:
http://www.corptech.net/.
The discussion above contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements by their
nature involve substantial risks and uncertainties. Actual results may differ
materially depending on a variety of factors.
CONTACT: Vicom, Inc., Minneapolis
James L. Mandel, 763/504-3000
Vicom Receives Buyout Offer Of $3.75/Shr, Or $65M
UPDATED: TUESDAY, APRIL 30, 2002 02:38 PM ET
MINNEAPOLIS (Dow Jones)--Vicom Inc. (VICM, news, msgs) received an unsolicited
offer from Amara Group Inc. to purchase the company for $3.75 a share.
Amara owns almost 5% of the company's shares outstanding, Vicom said in a press
release Tuesday. Vicom has about 10.8 million shares outstanding.
Vicom's board and management are evaluating the offer and will respond in a "
reasonable period of time."
The company's share's were halted earlier Tuesday at $1.21, up 7 cents, or 6.1%.
Amara's offer represents a 209% premium, based on the halted price of $1.21 a
share.
Vicom called the offer "friendly."
"The board will undertake a complete review of (Amara's) initial offer and
decide whether to reject, negotiate or seek other offers," Vicom Chief Executive
James L. Mandel said in the release.
The Amara offer consists of $1.25 a share cash and a seven-year zero coupon note
with a face value of $2.50 a share.
The offer is conditioned upon several factors including completion of customary
due diligence by Amara, execution of definitive agreements, financing and
shareholder approval.
Amara, Irvine, Calif., provides corporate restructuring, according to Mandel.
Vicom provides voice, data and video communications systems
and subscriber services.
Company Web site: http://www.vicominc.net/
-Jenny Park; Dow Jones Newswires; 201-938-5388 DOW JONES NEWS 04-30-02 02:38 PM
Copyright 2002 Dow Jones & Company, Inc. All Rights Reserved.
The Amara Group, Inc.(TM) Confirms Offer to Acquire Vicom, Inc.
UPDATED: WEDNESDAY, MAY 1, 2002 07:20 AM ET
IRVINE, Calif., May 1 /PRNewswire/ -- The Amara Group, Inc.(TM) confirms its
unsolicited offer to acquire Vicom, Inc. (Nasdaq: VICM, news, msgs) in a
friendly negotiated transaction at $3.75 per share.
David Walters, a principal in Amara stated, "We look forward to the Vicom
board's response to our offer and working with them to see if a mutually
acceptable transaction can be arrived at." Mr. Walters added, "As an investor
owning close to 5% of Vicom, we see attractive growth in the Multi-Band business
and believe this would be the best way to enhance our level of participation in
that growth."
About The Amara Group Inc.(TM)
The Amara Group is a Southern California based merchant banking firm. Amara
specializes in investing in and working with fundamentally sound businesses
going through a period of "transition." Amara focuses on delivering a
combination of capital, operational and strategic resources to accelerate growth
and value creation for all stakeholder partners. To find out more about Amara,
please visit http://www.amaragroup.com/.
MAKE YOUR OPINION COUNT - Click Here
http://tbutton.prnewswire.com/prn/11690X49645951
SOURCE The Amara Group, Inc.
CONTACT: David Hirschhorn, Vice-Chairman of The Amara Group, Inc.,
+1-949-225-1115, or fax, +1-949-225-1116
Vicom Requests Additional Information From The Amara Group, Inc.
UPDATED: MONDAY, MAY 6, 2002 11:05 AM ET
MINNEAPOLIS--(BUSINESS WIRE)--May 6, 2002--Vicom, Incorporated (Nasdaq: VICM,
news, msgs), a Minneapolis based technology and media content provider announced
today that on Friday, May 3rd, 2002 a request had been sent to the Amara Group,
Inc. for additional information so that the Company can appropriately evaluate
their offer.
About Vicom, Inc. -
Vicom, Inc., through its Corporate Technologies USA, Inc. and MultiBand, Inc.
subsidiaries, provides a full range of voice, data and video communications
systems and subscriber services, including products from Siemens, NEC,
ECI/Tadiran, Compaq, Active Voice, Cisco, Nortel, IBM, and Microsoft. Vicom has
provided clients state-of-the-art systems and services since 1975 and can be
found on the Internet at: http://www.vicominc.net/.
Vicom's MultiBand subsidiary delivers satellite-based digital cable television,
local dial tone, long distance and high-speed Internet services on one combined
billing and delivery platform to residents of multi-dwelling properties. For
information regarding MultiBand services, please visit our website at:
http://www.multiband.tv/.
The Corporate Technologies USA, Inc. subsidiary provides service, system
integration, training and related communications sales and support activities
for commercial, professional and institutional users. For information about
Corporate Technologies, USA services, please visit our website at:
http://www.corptech.net/.
The discussion above contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements by their
nature involve substantial risks and uncertainties. Actual results may differ
materially depending on a variety of factors.
CONTACT: Vicom, Inc., Minneapolis
James L. Mandel, 763/504-3000
VICOM AND AMARA ANNOUNCE COMPROMISE
AGREEMENT
UPDATED: MONDAY, JUNE 3, 2002 09:05 AM ET
MINNEAPOLIS--(BUSINESS WIRE)--June 3, 2002--Vicom, Incorporated (Nasdaq: VICM,
news, msgs), a Minneapolis based technology and media content provider,
announced today that both Vicom and the Amara Group, Inc., have reached an
agreement wherein Amara will withdraw its previously announced offer letter to
acquire Vicom's shares.
Under the agreement Mr. David Hirschhorn, Vice Chairman of Amara, will join a
newly created Advisory Board of Directors of Vicom. The Advisory Board will be
formed with key individuals who can advise and assist the Board of Directors
with important strategic planning issues as the Company goes forward. Further,
as part of Mr. Hirschhorn's joining the Advisory Board, Amara has agreed that
for a period of one year it will not increase its percentage ownership through
direct investment and open market purchases beyond 20% of the outstanding shares
of Vicom.
James L. Mandel, Chief Executive Officer of Vicom stated, "We are pleased with
the agreement reached with the Amara Group, Inc. Through negotiation both
parties were able to conclude that value for both Vicom and Amara were best
served through the continued rollout of Vicom's Multiband backlog and working
together was the most productive way to achieve that end." Further, Mandel
stated, "Having Mr. Hirschhorn's involvement and access to Amara's contacts and
expertise should be of benefit as we continue to rollout the Multiband
initiative."
David Hirschhorn, Vice Chairman of Amara stated, "We appreciate the time and
effort that the Vicom management team and board spent with us in discussing
areas in which we would be able to help the company. We look forward to
assisting the company in executing its plan, and supporting its strategic
initiatives."
About Vicom, Inc.
Vicom, Inc., through its Corporate Technologies USA, Inc. and MultiBand, Inc.
subsidiaries, provides a full range of voice, data and video communications
systems and subscriber services, including products from Siemens, NEC,
ECI/Tadiran, Compaq,
Active Voice, Cisco, Nortel, IBM, and Microsoft. Vicom has provided clients
state-of-the-art systems and services since 1975 and can be found on the
Internet at: http://www.vicominc.net/.
Vicom's MultiBand subsidiary delivers satellite-based digital cable television,
local dial tone, long distance and high-speed Internet services on one combined
billing and delivery platform to residents of multi-dwelling properties. For
information regarding MultiBand services, please visit our website at:
http://www.multiband.tv/.
The Corporate Technologies USA, Inc. subsidiary provides service, system
integration, training and related communications sales and support activities
for commercial, professional and institutional users. For information about
Corporate Technologies, USA services, please visit our website at:
http://www.corptech.net/.
The discussion above contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements by their
nature involve substantial risks and uncertainties. Actual results may differ
materially depending on a variety of factors.
CONTACT: Vicom, Inc.
James L. Mandel, 763/504-3000