-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, S4yEe/ABHC+F/Lbxux6rtZGuOhAfhREiS6wvQzy9ufMqOPiSTAXRzwEP1p9yzlpt 0IRze39ZRWRs+UrIpiZs+w== 0000102198-95-000006.txt : 19950516 0000102198-95-000006.hdr.sgml : 19950516 ACCESSION NUMBER: 0000102198-95-000006 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950215 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950515 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPETITIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000102198 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 362664428 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08696 FILM NUMBER: 95539503 BUSINESS ADDRESS: STREET 1: 1465 POST RD E STREET 2: PO BOX 901 CITY: WESTPORT STATE: CT ZIP: 06881-0901 BUSINESS PHONE: 2032556044 MAIL ADDRESS: STREET 1: 1465 POST ROAD EAST STREET 2: P O BOX 901 CITY: WESTPORT STATE: CT ZIP: 06881-0901 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSITY PATENTS INC DATE OF NAME CHANGE: 19920703 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 Amendment to 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 15, 1995 COMPETITIVE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) 1-8696 (Commission file number) The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report Dated February 15, 1995 on Form 8-K as set forth in the pages attached hereto: (List all such items, financial statements, exhibits or other portions amended) Item 7. Financial Statements and Exhibits - Pages 6-14 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized. COMPETITIVE TECHNOLOGIES, INC. Registrant Date: May 15, 1995 By: Frank R. McPike, Jr. Vice President, Finance Principal Financial Officer and Authorized Signer Item 7. Financial Statements and Exhibits. Page A. Financial Statements None B. Pro Forma Financial Information (Unaudited) 3 Pro Forma Condensed Consolidated Balance Sheet at October 31, 1994 4-5 Pro Forma Condensed Consolidated Statement of Operations for the year ended July 31, 1994 6 Pro Forma Condensed Consolidated Statement of Operations for the three months ended October 31, 1994 7 Notes to Pro Forma Condensed Consolidated Financial Statements 8-10 C. Exhibits 2.1 Letter from Barden Companies, Inc. to 11-12 Competitive Technologies, Inc. dated February 14, 1995, received by the registrant February 15, 1995. 2.2 Purchase and Subscription Agreement dated July 9, 1993 by and among University Communications, Inc., Competitive Technologies, Inc. (formerly University Patents, Inc.) and Barden Communications, Inc. filed as Exhibit 10.1 to registrant's Form 8-K dated July 9, 1993 and hereby incorporated by reference. COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES Pro Forma Financial Information (unaudited) The following pro forma balance sheet reflects the sale as if it had occurred on October 31, 1994. The following pro forma statements of operations for Competitive Technologies, Inc. (CTI) and subsidiaries for the fiscal year ended July 31, 1994 and for the three months ended October 31, 1994 reflect CTI's sale of 2,347,180 shares of UCI stock as if it had occurred on August 1, 1993. COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES Pro Forma Condensed Consolidated Balance Sheet October 31, 1994 (Unaudited)
Historical Competitive Technologies, Inc. Pro Forma October 31, Pro Forma Balance ASSETS 1994 Adjustments Sheet Current assets: Cash and cash equivalents $ 1,286,922 $ 2,870,034 (A)(B) $ 4,156,956 Short-term investments, at market 1,221,079 -- 1,221,079 Receivables: Royalties 36,122 -- 36,122 Computer-based education services 1,352,521 (1,352,521) (A) -- Other, including $38,929 receivable from related parties (pro forma: $38,929) 103,897 (2,000) (A) 101,897 Loans, advances and interest from affiliate -- 321,356 (A) 321,356 Prepaid expenses and other current assets 291,055 (163,829) (A) 127,226 Total current assets 4,291,596 1,673,040 5,964,636 Property and equipment, net 812,852 (681,620) (A) 131,232 Investment in affiliates 453,917 29,937 (A)(B) 483,854 Excess of purchase price over net assets acquired, net of accumulated amortization of $661,376 (pro forma: $109,977) 884,759 (680,505) (A) 204,254 Other assets 474,251 (8,593) (A) 465,658 Total assets $ 6,917,375 $ 332,259 $ 7,249,634
See accompanying notes COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES Pro Forma Condensed Consolidated Balance Sheet October 31, 1994 (Unaudited)
Historical Competitive Technologies, Inc. Pro Forma October 31, Pro Forma Balance 1994 Adjustments Sheet LIABILITIES AND SHAREHOLDERS' INTEREST Current liabilities: Line of credit obligation $ 100,000 $ (100,000) (A) $ -- Accounts payable, including $7,940 payable to related parties (pro forma: $1,841) 291,951 (230,696) (A) 61,255 Accrued liabilities, including $10,871 payable to related parties (pro forma: $7,261) 383,194 (144,102) (A) 239,092 Deferred revenues 1,415,462 (1,376,016) (A) 39,446 Total current liabilities 2,190,607 (1,850,814) 339,793 Other noncurrent liabilities 108,379 (108,379) (A) -- Minority interest 478,587 (478,587) (A) -- Shareholders' interest: 5% preferred stock, $25 par value 60,675 -- 60,675 Common stock, $.01 par value 58,168 -- 58,168 Capital in excess of par value 24,294,696 -- 24,294,696 Less: treasury stock at cost: 12,208 shares (96,362) -- (96,362) Net unrealized holding gains on available for sale securities 20,012 -- 20,012 Accumulated deficit (20,197,387) 2,770,039 (B) (17,427,348) Total shareholders' interest 4,139,802 2,770,039 6,909,841 Total liabilities and shareholders' interest $ 6,917,375 $ 332,259 $ 7,249,634
See accompanying notes COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES Pro Forma Condensed Consolidated Statement of Operations for the year ended July 31, 1994 (Unaudited)
Historical Competitive Technologies, Inc. July 31, Pro Forma Pro Forma 1994 Adjustments Results Revenues: Retained royalties $ 717,514 $ -- $ 717,514 Revenues under service contracts including $179,000 from related parties 211,245 -- 211,245 Grant revenues 34,019 -- 34,019 Computer-based education services 3,752,705 (3,752,705) (C) -- 4,715,483 (3,752,705) 962,778 General and administration expenses, including costs of technology management business, of which $100,000 was paid to related parties 1,924,283 121 (C) 1,924,404 Research and development expenses 36,484 -- 36,484 Costs of computer-based education services, including $36,000 paid to related parties 3,718,327 (3,718,327) (C) -- 5,679,094 (3,718,206) 1,960,888 Operating loss (963,611) (34,499) (998,110) Gain on sale of UCI shares to Barden -- -- (D) -- Interest income 98,975 9,176 (C)(F) 108,151 Interest expense (26,747) 26,747 -- Income related to equity method affiliates 6,127 14,268 (C) 20,395 Other, net 45,008 -- 45,008 Income (loss) from continuing operations before income taxes and minority interest (840,248) 15,692 (824,556) Provision for income taxes 22,324 (3,884) (C) 18,440 Income (loss) from continuing operations before minority interest (862,572) 19,576 (842,996) Minority interest in losses of subsidiaries 22,790 (8,790) (E) 14,000 Income (loss) from continuing operations $ (839,782) $ 10,786 $ (828,996) Net income (loss) from continuing operations per share of common stock: Primary $ (.15) $ (.14) Fully diluted $ (.15) $ (.14) Weighted average number of common and common equivalent shares outstanding: Primary 5,761,610 6,005,913 Fully diluted 5,761,610 6,005,913
See accompanying notes COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES Pro Forma Condensed Consolidated Statement of Operations for the three months ended October 31, 1994 (Unaudited)
Historical Competitive Technologies Inc. October 31, Pro Forma Pro Forma 1994 Adjustments Results Revenues: Retained royalties $ 89,905 $ -- $ 89,905 Revenues under service contracts including $ 63,419 from related parties 82,913 -- 82,913 Grant revenues 49,140 -- 49,140 Computer-based education services 1,267,065 (1,267,065) (C) -- 1,489,023 (1,267,065) 221,958 General and administration expenses, including costs of technology management business of which $16,358 was paid to related parties 409,564 -- 409,564 Research and development expenses 18,403 -- 18,403 Costs of computer-based education services, including $8,097 paid to related parties 1,150,188 (1,150,188) (C) -- 1,578,155 (1,150,188) 427,967 Operating loss (89,132) (116,877) (206,009) Interest income 17,887 697 (C)(F) 18,584 Interest expense (8,637) 8,637 (C) -- Losses related to equity method affiliates (7,793) 258 (C) (7,535) Other, net 3,510 -- 3,510 Loss from continuing operations before income taxes and minority interest (84,165) (107,285) (191,450) Provision for income taxes 5,609 -- 5,609 Loss from continuing operations before minority interest (89,774) (107,285) (197,059) Minority interest in (income) losses of subsidiaries (41,191) 48,191 (E) 7,000 Net loss $ (130,965) $ (59,094) $ (190,059) Net loss per share of common stock (primary and fully diluted) $ (.02) $ (.03) Weighted average number of common and common equivalent shares outstanding (primary and fully diluted) 5,798,776 5,798,776
See accompanying notes COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES Notes to Pro Forma Condensed Consolidated Balance Sheet (Unaudited) The pro forma condensed consolidated balance sheet reflects CTI's sale of 2,347,180 shares of UCI stock for $3,227,372 in cash as if it had occurred on October 31, 1994. The historical condensed consolidated balance sheet of CTI reported UCI as a consolidated subsidiary. The pro forma condensed consolidated balance sheet reflects CTI's remaining 12.4% investment in UCI on the cost method. The specific pro forma adjustments to achieve this change are as follows: A. This entry removes the assets and liabilities of UCI, including its minority shareholders' interest in those net assets, as reflected in the historical consolidated balance sheet at October 31, 1994 and records CTI's investment in UCI as it would have been reflected on October 31, 1994 if UCI were not a consolidated subsidiary. B. This entry reflects CTI's sale of part of its investment in UCI for $3,227,372 in cash, the reduction of its investment in UCI and the resulting gain that would have been recorded if the sale had occurred on October 31, 1994. COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES Notes to Pro Forma Condensed Consolidated Statements of Operations (Unaudited) The pro forma condensed consolidated statements of operations treat CTI's sale of 2,347,180 shares of UCI stock for $3,227,362 in cash as it if had occurred on August 1, 1993. CTI expects to report a gain on the sale of UCI shares of between $1,600,000 and $2,700,000 in the fiscal quarter ending April 30, 1995. The amount of CTI's gain will be determined by the number of shares CTI purchases from UCI shareholders other than Barden. CTI intends to offer all UCI shareholders other than Barden the opportunity to participate in the transaction. Pursuant to this offer, CTI would offer to purchase from the other UCI shareholders a maximum of approximately 950,000 shares at $1.375, the same price CTI received from Barden. This would be equivalent to allowing all UCI shareholders other than Barden to participate pro rata in the sale of shares to Barden. CTI does not know whether other UCI shareholders will elect to sell their shares or not. The historical condensed consolidated statements of operations of CTI reported UCI as a consolidated subsidiary. The pro forma condensed consolidated statements of operations reflect CTI's remaining 12.4% investment in UCI on the cost method. Since UCI incurred losses from its inception through the fiscal year ended July 31, 1994, it has declared no dividends to date. UCI may not declare or pay dividends during the term of its current credit facility (see Note 2 to Consolidated Financial Statements in CTI's Annual Report on Form 10-K for the year ended July 31, 1994). C. This entry removes the revenues and expenses of UCI as reflected in the historical consolidated statements of operations for the periods presented. D. No pro forma adjustment has been recorded to reflect CTI's sale of part of its investment in UCI for $3,227,372 in cash or the resulting gain. This transaction, including CTI's gain on its sale of part of its investment in UCI, will be recognized in the third quarter of fiscal 1995 when the sale is consummated. E. This entry adjusts for UCI's minority shareholders' interest in UCI's net income or loss for the period presented. F. No pro forma adjustment has been recorded to reflect interest which would have been earned on the proceeds of the sale if it had occurred on August 1, 1993 and the proceeds had been invested throughout the period. If the proceeds had been invested at the weighted average interest rate available on its short-term investment account throughout the period, CTI estimates it would have earned approximately $103,000 and $36,000 in the year ended July 31, 1994 and the three months ended October 31, 1994, respectively. EX-2 2 BARDEN Exhibit 2.1 COMPANIES, INC. February 14, 1995 Competitive Technologies, Inc. (formerly known as University Patents, Inc.) 1465 Post Road East P.O. Box 901 Westport, Connecticut 06881 Dear Sir: Pursuant to Section 8 of the Purchase and Subscription Agreement, dated July 9, 1993, ("Agreement") by and among University Communications, Inc., a Delaware corporation ("UCI"), University Patents, Inc., a Delaware corporation now known as Competitive Technologies, Inc., and Barden Communications, Inc., a Michigan corporation, whose rights under and interest in the Agreement were assigned to Barden Companies, Inc., a Michigan corporation ("BCI") on October 18, 1994, BCI hereby exercises the Option (as defined in the Agreement) to purchase two million, three hundred-forty-seven thousand, one hundred and eighty (2,347,180) shares of Class B common stock of UCI. Please find attached a certificate from UCI indicating the number of shares exercisable under the Option and a cashiers check in the amount of three million, two hundred-twenty-seven thousand, three hundred, seventy-two dollars and fifty cents ($3,227,372.50). Sincerely, Don H. Barden Don H. Barden President 243 W. Congress, Suite 1000 - Detroit, MI 48226 - (313) 963-5010 Fax: (313) 963-5274 Exhibit 8.2 CERTIFICATE Pursuant to a Purchase and Subscription Agreement by and among University Communications, Inc. ("UCI"), Competitive Technologies, Inc. ("CTI", formerly named University Patents, Inc.) and Barden Companies, Inc. (Purchaser) dated July 9, 1993, UCI certifies that, as of February 2, 1995: A. The number of outstanding shares of UCI common stock is: 5,492,730 B. The number of outstanding shares multiplied by 50.1% (A x 50.1%) is: 2,751,858 C. The number of shares currently held by Purchaser is: 404,678 D. The number of shares to be acquired from CTI upon option exercise such that Purchaser will hold 50.1% of the outstanding shares of common stock of UCI (B - C) is: 2,347,180 IN WITNESS WHEREOF, this Certificate has been duly executed by a duly authorized officer of UCI as of February 2, 1995. UNIVERSITY COMMUNICATIONS, INC. By: Kirtland C. Gardner Its: President SUBSCRIBED & SWORN TO ME THIS 2ND DAY OF FEBRUARY, 1995 Patricia M. Leischow Notary Public My Commission Expires June 6, 1997 -----END PRIVACY-ENHANCED MESSAGE-----