-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Efh0lnUZuTmYGuz7lyE/caLW73eN9aLnZ42vqqmVuR5/Bzn4Yril9o7zvhaGi6V5 ffxIpzweKJken6iX6qaCcQ== 0001019687-07-000537.txt : 20070221 0001019687-07-000537.hdr.sgml : 20070221 20070221164539 ACCESSION NUMBER: 0001019687-07-000537 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070209 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070221 DATE AS OF CHANGE: 20070221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACE MARKETING & PROMOTIONS INC CENTRAL INDEX KEY: 0001084267 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 113427886 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51160 FILM NUMBER: 07639345 BUSINESS ADDRESS: STREET 1: 457 ROCKAWAY AVENUE CITY: VALLEY STREAM STATE: NY ZIP: 11581 BUSINESS PHONE: 516-256-7766 MAIL ADDRESS: STREET 1: 457 ROCKAWAY AVENUE CITY: VALLEY STREAM STATE: NY ZIP: 11581 8-K 1 ace_8k-022107.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 event reported): February 21, 2007 (February 9, 2007) Ace Marketing & Promotions, Inc. -------------------------------- (Exact name of registrant as specified in its charter) New York -------- (State or jurisdiction of incorporation or organization) 000-51160 --------- (Commission File Number) 11-3427886 ---------- (I.R.S. Employer Identification Number) 457 Rockaway Avenue, Valley Stream, NY 11582 -------------------------------------------- (Address of principal executive offices (Zip Code) Registrant's telephone number: (516) 256-7766 _____________________________________________________________ (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) Item 7.01 Regulation FD Disclosure. ------------------------- Reference is made to the press release appended hereto as Exhibit 99.1. Item 8.01 Other Events. ------------- On February 9, 2007, we entered into a letter of intent to acquire the customer base and intangible assets of Bright Ideas Marketing & Promotions, Inc. The anticipated purchase price is estimated at $380,000 to be paid one-half in cash and one-half in our restricted Common Stock, subject to adjustment. In connection with said acquisition, we intend to enter into three-year employment contracts with two key employees and owners of Bright Ideas. We can provide no assurances that our acquisition of the customer base and other intangible assets of Bright Ideas will be completed. For 2006, Bright Ideas had approximately $1,000,000 in gross sales and $380,000 in gross profit (unaudited). Item 9.01 Financial Statements and Exhibits. ---------------------------------- Exhibit - ------- 99.1 Press Release dated February 21, 2007 SIGNATURE Pursuant to the requirements of Section 13 or 15(b) 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. ACE MARKETING & PROMOTIONS, INC. Dated: February 21, 2007 By: /s/ Michael D. Trepeta --------------------------------- Michael D. Trepeta, President EX-99.1 2 ace_8kex99-1.txt EXHIBIT 99.1 ACE MARKETING & PROMOTIONS, INC SIGNS LETTER OF INTENT TO ACQUIRE CUSTOMER BASE OF BRIGHT IDEAS MARKETING & PROMOTIONS, INC. VALLEY STREAM, NY Ace Marketing & Promotions, Inc. (OTC BB: AMKT) announced today that it has entered into a Letter of Intent to acquire the customer base and other intangible assets of Bright Ideas Marketing & Promotions, a Florida based distributor of advertising specialties and promotional products. With annual revenues of approximately $1 million, Bright Ideas has been targeted by Ace as its first acquisition in the $17.85 billion promotional products industry. At such time as the acquisition is completed, we will operate a sales office out of Bright Ideas' Jupiter, Florida location. All order processing, tracking, billing and other operations will be handled out of the Ace Marketing corporate headquarters in Valley Stream, N.Y. Maureen L. Magee, President of Bright Ideas said, "Over the past several years my partner and I have been exploring many options to help us elevate our already successful business to the next level as well as developing a long term plan for our future and the future of our company. After much research, we are confident that joining with Ace Marketing is the best way for us to achieve those goals. We look forward to moving ahead with solidifying our relationship with Ace." Michael Trepeta, President of Ace Marketing stated, "After exploring several potential acquisitions in various regions across the country, we are excited to begin building a presence in the South Florida market. The two principals of Bright Ideas have agreed to stay on for an extended period of time to help with the transition of the client base and will continue to expand their business without the distractions of having to run the operation They are well respected, creative industry veterans who are a fantastic addition to our company. We are also exploring other opportunities in the area to bring additional sales to the South Florida office after the deal is closed." Ace Marketing has built a scalable platform that allows the company to open branch offices in any part of the country. Dean Julia, CEO, stated, "Once a company is acquired or a group of salespeople are recruited; only the research and sales will take place at the branch office. Technology now allows us to "pipe" the order from that office to our corporate operation where the order is seen to fruition. This strategy allows us to capitalize on economies of scale and also allows the salesperson to become more productive while receiving superior sales support. The model will allow us to replicate the process over and over again as we find opportunities across the country." INTRODUCING ACE Ace is a full service advertising specialties and promotional products company that distributes items typically with logos to large corporations, schools and universities, financial institutions and not-for-profit organizations. Specific categories of promotional products include advertising specialties, business gifts, incentives and awards, and premiums. For additional information, a copy of Ace's SEC filings can be obtained on the Internet by going to www.acemarketing.net, clicking on links and then clicking on SEC Filings. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from any future results, performances or achievements express or implied by such forward-looking statements. The forward-looking statements are subject to risks and uncertainties including, without limitation, changes in levels of competition, possible loss of customers, and the company's ability to attract and retain key personnel. Contacts: Ace Marketing & Promotions, Inc. Michael Trepeta - 516-256-7766 -----END PRIVACY-ENHANCED MESSAGE-----