UNITED STATES
SECURITES 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 2, 2004
----------------------
Vicom, Incorporated
------------------------------------------------------
(Exact name of registrant as specified in its chapter)
Minnesota 13529 41-1255001
---------------------------- ------------------------ ---------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9449 Science Center Drive
New Hope, Minnesota 55428
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 763-504-3000
--------------------------
-------------------------------------------------------------------
(Former name or former address, if changed since last report)
1
Item 2
Acquisition of Assets
On April 2, 2004, Vicom (the Company) completed its acquisition of Minnesota
Digital Universe, Inc.(MDU) for approximately 7.7 million dollars, half of which
was paid for in Vicom stock, valued at $1.75 per share, one million dollars of
which was paid for in cash and the balance in promissory notes due by January
2005. The consideration paid was based on the Company's analysis of likely
future net incomes to be generated over a six year period by the acquired
Company. The cash was provided by funds Vicom had previously raised in a private
placement. The assets were acquired from Pace Electronics. Prior to the
transaction, there was no material relationship between the owners of sellers
and the Company other than the fact that Pace Electronics previously owned a 50%
interest in a Vicom subsidiary, Multiband USA, Inc., which interest Vicom
repurchased from Pace in January 2004 for 30,000 shares of Vicom common stock
valued at $39,000.
With this acquisition, the Company became a nationwide agent for DirecTV. MDU
services nearly 40,000 video subscribers through a network of private cable
operators spread across the United States. The purchase also permits the Company
to receive ongoing residual payments from DirecTV, during the term of the master
system operator agreement with DirecTV, which inititally had approximately 25
months remaining at the time of purchase. Any required proforma information with
regards this transaction will be filed as soon as available.
Item 7: Exhibits:
7.1 Acquisition Agreement
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 9, 2004 Vicom, Incorporated
By James L. Mandel
-------------------------------
James L. Mandel
Chief Executive Officer
2
Exhibit Index
Exhibit 7.1 Acquisition Agreement
3