Printrak International Inc – ‘8-K/A’ for 9/9/97

As of:  Thursday, 6/25/98   ·   For:  9/9/97   ·   Accession #:  1047469-98-25370   ·   File #:  0-20719

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Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                            5     18K 
 2: EX-23.1     Consent of Experts or Counsel                          1      7K 
 3: EX-99.3     Miscellaneous Exhibit                                 19     77K 

8-K/A   —   Amendment to Current Report
Document Table of Contents

8-K/A
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     UNITED STATES
      SECURITIES AND EXCHANGE COMMISSION
      WASHINGTON, D.C. 20549

      FORM 8-K/A

      CURRENT REPORT

      PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934

     Date of Report (Date of earliest event reported)  September 9, 1997
                                                       -----------------

     PRINTRAK INTERNATIONAL INC.
      (Exact name of Registrant as specified in its charter)

        Delaware              000-20719           33-0070547
     -----------------------------------------------------------------------
(State or other jurisdiction    (Commission        (IRS Employer  
       of incorporation)         File Number)     Identification No)

1250 North Tustin Avenue, Anaheim,  California         92807            
---------------------------------------------------------------         
(Address of principal executive offices)             (Zip Code)         

     Registrant's telephone number, including area code (714) 238-2000
                                                       ---------------

      Not Applicable
      --------------
     (Former name or former address, if changed since last report)

    Page 1 of 23
     Exhibit Index on Page 5

8-K/A
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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS                                   

 On September 9, 1997, the Registrant completed the acquisition of SunRise
Imaging, a California corporation ("SunRise"), pursuant to an Agreement of      
Merger dated August 29, 1997 (the "Merger Agreement") among the Registrant,     
SunRise Acq. Corp., a California corporation and wholly-owned subsidiary of the 
Registrant, and SunRise.                                                        

On such date, SunRise Acq. Corp. was merged with and into SunRise, with 
SunRise surviving such merger and becoming a wholly-owned subsidiary of the     
Registrant.  In connection with such merger, the outstanding shares of Common   
Stock of SunRise were converted into the right to receive an aggregate of       
$10,175,000, plus an additional amount of up to $725,000 to be determined       
based on the revenues of SunRise for fiscal 1997.  The terms of the             
additional consideration provided an additional cash payment of $50,000 for     
every $100,000 of revenue earned in excess of a calendar year revenue total     
of $11,500,000, and an additional cash payment of $45,000 for every $100,000    
of revenue earned in excess of $12,500,000, but not to exceed $13,000,000,      
for the calendar year ended December 31, 1997.  The purchase price and all      
other terms of the transaction were determined by arms-length negotiations      
between the parties.                                                            

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS                                      

(a)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.               
-    Independent Auditors' Reports                  
             -    Consolidated Balance Sheets as of December 31, 1995 and 1996
          -    Consolidated Statements of Operations for the years ended
December 31, 1995 and 1996      
             -    Consolidated Statement of Stockholders' Equity (Deficit) for
          the years ended December 31, 1995 and 1996
         -    Consolidated Statements of Cash Flow for the years ended
December 31, 1995 and 1996      
-    Notes to Consolidated Financial Statements     
(b)  PRO FORMA FINANCIAL INFORMATION.                         
 - PRO FORMA consolidated Balance Sheet as of June 30,
1997 (unaudited)                                
        -    PRO FORMA consolidated Statements of Operations for the
                    year ended March 31, 1997 and the three months ended
June 30, 1997 (unaudited)       

8-K/A
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(c)  EXHIBITS.                                                          

2.1      Agreement and Plan of Merger dated August 29, 1997 
      (incorporated by reference to Exhibit 2.1 of the
        Registrant's Form 8-K filed on September 24, 1997)

23.1      Report of Independent Accountants                   

  99.1      Press Release dated September 2, 1997 (incorporated by
                  reference to Exhibit 99.1 of the Registrant's Form 8-K filed
on September 24, 1997)                    

   99.2      Press Release dated September 10, 1997 (incorporated by
                 reference to Exhibit 99.2 of Registrant's Form 8-K filed on
September 24, 1997).                      

        99.3      Financial Statements of SunRise described in Item 7(a) above

       99.4      PRO FORMA Financial Statements of SunRise described in Item
7(b) above                                

8-K/A
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     SIGNATURE

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 thereunto duly authorized.                                          

               PRINTRAK INTERNATIONAL INC.

Date:  November 24, 1997          By:   /s/ Richard M. Giles                    
                                  ------------------------------------
              Richard M. Giles
                                    Chairman of the Board, Chief Executive
                   Officer and President

8-K/A
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     EXHIBIT INDEX

                                                                      SEQUENTIAL
EXHIBIT NO.   DESCRIPTION                                             PAGE NO.  
-----------   -----------                                             --------  

2.1          Agreement and Plan of Merger dated August 29, 1997          --   
(incorporated by reference to Exhibit 2.1 of the    
Registrant's Form 8-K filed on August 24, 1997)     

23.1          Report of Independent Accountants                                 

99.1          Press Release dated September 2, 1997 (incorporated         --    
 by reference to Exhibit 99.1 of the Registrant's Form
8-K filed on September 24, 1997)                    

99.2          Press Release dated September 10, 1997 (incorporated        --    
 by reference to Exhibit 99.2 of Registrant's Form 8-K
filed on September 24, 1997).                       

99.3          Financial Statements of SunRise described in Item 7(a)            
         above                                                       8

99.3          PRO FORMA Financial Statements of SunRise described in            
         Item 7(b) above                                            19

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/25/98							NT 10-K
		12/31/97		2					10-Q,  10-Q/A
		11/24/97		4					8-K/A
		9/24/97		3		5			8-K
		9/10/97		3		5
For Period End:		9/9/97		1		2			8-K,  8-K/A
		9/2/97		3		5
		8/29/97		2		5
		8/24/97		5
		6/30/97		2					10-K,  10-Q,  10-Q/A
		3/31/97		2					10-K,  10-K/A
		12/31/96		2					10-Q
		12/31/95		2
									List all Filings