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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000609/0000909143-00-000162/0000909143-00-000162.txt : 20000919
<SEC-HEADER>0000909143-00-000162.hdr.sgml : 20000919
ACCESSION NUMBER:		0000909143-00-000162
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20000525
ITEM INFORMATION:		
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000609

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DOCUCON INCORPORATED
		CENTRAL INDEX KEY:			0000843006
		STANDARD INDUSTRIAL CLASSIFICATION:	 [7370
]		IRS NUMBER:				742418590
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	001-10185
			FILM NUMBER:		652516
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		7461 CALLAGHAN RD
				CITY:			SAN ANTONIO
				STATE:			TX
				ZIP:			78229
				BUSINESS PHONE:		2105259221
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		7461 CALLAGHAN ROAD
					CITY:			SAN ANTONIO
					STATE:			TX
					ZIP:			78229
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>








               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)  May 25, 2000


                      DOCUCON INCORPORATED
     (Exact name of registrant as specified in its charter)
                    --------------------------
________________________________________________________________

      Delaware                1-10185              74-2418590
- --------------------  -----------------------  -----------------
  (State or other        (Commission File        (IRS Employer
  jurisdiction of             Number)            Identification
   incorporation)                                     No.)
________________________________________________________________

                140 E. Houston Street, Suite 200
                    San Antonio, Texas 78205
       (Address of principal executive offices) (Zip Code)
________________________________________________________________

Registrant's telephone number, including area code  (210)225-5000



             20 Valley Stream Parkway, Suite 140
                   Malvern, Pennsylvania 19355
           -----------------------------------------
(Former name or former address, if changed since last report)


<PAGE>



Item 2.  Acquisition or Disposition of Assets

     On  May  25,  2000, Docucon, Incorporated (the "Registrant")
completed  the sale of substantially all of its operating  assets
and  certain  liabilities and obligations (the  "Sale")  to  Bunt
Acquisition Corporation, a Delaware corporation and wholly  owned
subsidiary of Tab Products Co. (the "Buyer").   The  Sale  was
consummated in accordance with the terms of that  certain  Asset
Purchase  Agreement dated as of March 7, 2000 (the  "Agreement").
A copy of the Agreement has been incorporated herein by reference.

     Under the Agreement, the consideration paid to the Registrant
in connection with the Sale was approximately $2,800,000, and the
liabilities and obligations assumed by Buyer 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 sold, as set forth in a closing balance sheet.

     The total consideration paid in the Sale was determined through
arm's length negotiations between the parties.  Neither the Registrant
nor any of its affiliates had, nor to the knowledge of the Registrant
did any director or officer, or any associated of any such director
or officer of the Registrant, have any material relationship with
the Buyer.

Item 5.  Other Events

     On  June 9, 2000, the Registrant issued the press  release
attached  hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

     (a)  FINANCIAL STATEMENT OF BUSINESSES ACQUIRED.

          Not Applicable.

     (b)  PRO FORMA FINANCIAL INFORMATION.

     As indicated above, the Registrant has consummated the Sale
of all of its operating assets. Accordingly, the Registrant's
historical financial position and results of operations are
irrelevant to the Registrant's future prospects, if any. As such,
the pro forma financial information required by this Item has not
been included herewith.


<PAGE>



     (c)  EXHIBITS.

Exhibit No. Description
- ----------- -----------
   2.1      Asset Purchase Agreement, dated as March 7, 2000, by
            and among Tab Products Co., a Delaware corporation
            ("Parent"), and Bunt Acquisition Corporation, a
            Delaware corporation and wholly-owned subsidiary of
            Parent, on the one hand, and Docucon, Incorporated,
            a Delaware corporation, on the other hand.
            (Incorporated by reference from Exhibit 2.1 to
            current Report on Form 8-K filed by the Parent on
            June 9, 2000)

  99.1      Registrant press release dated June 9, 2000


<PAGE>

                           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.

                               DOCUCON INCORPORATED


Date: June 9, 2000             By: /s/ ROBERT W. SCHWARTZ
                                  ------------------------------
                                  Robert W. Schwartz, President
                                  and CEO

<PAGE>

                          EXHIBIT INDEX
                         ---------------

Exhibit No. Description
- ----------- -----------
  2.1       Asset Purchase Agreement, dated as March 7, 2000, by
            and among Tab Products Co., a Delaware corporation
            ("Parent"), and Bunt Acquisition Corporation, a
            Delaware corporation and wholly-owned subsidiary of
            Parent, on the one hand, and Docucon, Incorporated,
            a Delaware corporation, on the other hand.
            (Incorporated by reference from Exhibit 2.1 to
            current Report on Form 8-K filed by the Parent on
            June 9, 2000)

 99.1       Registrant press release dated June 9, 2000





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>


FOR IMMEDIATE RELEASE

DOCUCON INCORPORATED

     For additional information, contact:
          Robert W. Schwartz
          President and CEO
          Docucon, Incorporated
          (518)786-7733

140 E. Houston Street, Suite 200
San Antonio, Texas 78205
tel. (210)225-5000

        DOCUCON COMPLETES SALE OF OPERATING ASSETS TO TAB

SAN ANTONIO, TX, June 9, 2000 - Docucon, Incorporated (OTC
Bulletin Board: DOCU) announced that it has consummated the sale
of its operating assets and associated liabilities to TAB
Products Co. (AMEX:TBP), which has headquarters in San Jose,
California.

Under the purchase agreement TAB acquired certain assets and
assumed certain liabilities associated with Docucon's San Antonio
operations center, which provides electronic imaging conversion
services.  The purchase price was $5.1 million and is a
combination of cash and assumed liabilities.  The purchase price
is subject to certain post closing adjustments 30 days after
closing.  Approximately 85 employees, including operations,
software engineers and sales personnel, transferred to TAB.

Docucon has moved its principal executive office from Malvern,
Pennsylvania to San Antonio, Texas.  The company accepted the
resignation of Douglas P. Gill, and Robert W. Schwartz assumed
the positions of President and CEO.  Mr. Schwartz has been a
member of the board since 1997.  Currently, the board is
exploring strategic options.

This release contains forward-looking statements that are subject
to risks and uncertainties, including but not limited to
volatility of stock market prices due to market conditions,
competition and other risks detailed from time to time in the
Company's filings with the Securities and Exchange Commission.
All parties receiving this release are encouraged to review all
filings made by the Company with the Securities and Exchange
Commission.

                        #  #  #

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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