8-K/A 1 k00835e8vkza.txt AMENDMENT TO CURRENT REPORT, DATED SEPTEMBER 1, 2005 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): DECEMBER 16, 2005 (SEPTEMBER 1, 2005) --------------------- CATUITY INC. (Exact name of registrant as specified in its charter) DELAWARE 000-30045 38-3518829 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 2711 E. JEFFERSON AVE. DETROIT, MICHIGAN 48207 (313)-567-4348 (Address of principal (Registrant's telephone number, executive offices) including area code) NOT APPLICABLE (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. [ ] 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 (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c), under the Exchange Act (17 CFR 240.13e-4(c)) On September 7, 2005, Catuity, Inc. ("Catuity") filed a Current Report on Form 8-K to report the completion of its acquisition of Loyalty Magic Pty. Ltd. On November 14, 2005 Catuity filed an amendment to the September 7, 2005 Current Report on Form 8-K to include required financial information. This Amendment is filed to provide additional financial information regarding the acquisition. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. The following financial statements are filed as a part of this Amendment as Exhibit 13.3. Audited Financial Statements of Loyalty Magic Pty. Ltd. for the twelve month period ended June 30, 2005. Balance Sheets Statements of Operations Notes to Consolidated Financial Statements Statement of Cash Flows (b) Pro Forma Financial Information. The following pro forma financial information is filed as a part of this Amendment: Pro Forma Unaudited Consolidated Balance Sheet as of June 30, 2005. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AT JUNE 30, 2005 The following unaudited pro forma consolidated Balance Sheet has been derived from historical financial statements of Catuity, Inc, ("Catuity") and Loyalty Magic Pty. Ltd. ("Loyalty Magic"), adjusted to give pro forma effect to the acquisition of Loyalty Magic by Catuity (the "Transaction") at June 30, 2005. Catuity completed its acquisition of Loyalty Magic on September 1, 2005, has previously filed a Current Report on Form 8-K concerning such transaction on September 7, 2005, and filed an amended Current Report on Form 8-K/A on November 14, 2005. The unaudited pro forma consolidated Balance Sheet as of June 30, 2005 is presented for informational purposes only and does not purport to represent what our results would actually have been had the Transaction occurred at such time or to project our results of operations for any future period or date. The pro forma adjustments are based upon available information and various assumptions that we believe are reasonable. The pro forma adjustments and certain assumptions are described in the accompanying notes. The acquisition of Loyalty Magic has been accounted for using the purchase method of accounting. Allocations of the purchase prices have been determined based upon information presently available and are subject to change. The final allocations of the purchase price and the amounts included in the unaudited pro forma financial statement could differ significantly.
LOYALTY CATUITY AND LOYALTY MAGIC MAGIC CATUITY COMBINED PRO FORMA BALANCE SHEET IN USD IN USD PRO-FORMA IN USD JUNE 30, 2005 6/30/05 6/30/05 ADJ. NOTES 6/30/05 ------------------------------------------------------------------------------------------------------------------ CURRENT ASSETS Cash and cash equivalents 33,106 1,003,717 3,492,006 1 4,528,829 Accounts Receivable less allowance 651,631 14,251 665,882 Restricted Cash 0 110,615 110,615 Investments 3 0 3 Prepaid expenses and other 5,800 64,954 70,754 TOTAL CURRENT ASSETS 690,540 1,193,537 3,492,006 5,376,083 NON-CURRENT ASSETS Property and equipment, net 111,503 121,131 232,634 Capital Leasing, net 56,812 0 56,812 Other assets 1,351 274,864 276,215 Web Development 53,353 0 (53,353) 2 0 New Platform 159,389 0 (159,389) 3 0 Goodwill 0 0 2,705,338 4 2,705,338 Other Intangibles, Net 1,752,890 5 1,752,890 TOTAL NON-CURRENT ASSETS 382,409 395,995 4,245,486 5,023,890 TOTAL ASSETS 1,072,949 1,589,532 7,737,492 10,399,973 CURRENT LIABILITIES Accounts Payable 128,502 212,254 340,756 Accrued compensation 113,005 103,921 216,926 Other accrued expenses 116,267 126,638 242,905 Trust liability 0 86,782 86,782 TOTAL CURRENT LIABILITIES 357,774 529,595 0 887,369 NON-CURRENT LIABILITIES Capital Leasing Liability 51,677 0 51,677 TOTAL NON-CURRENT LIABILITIES 51,677 0 0 51,677 TOTAL LIABILITIES 409,451 529,595 0 939,046 EQUITY & RESERVES Common Stock 2,056,965 778 (2,055,660) 6 2,083 Additional Paid in Capital 0 36,707,811 8,956,428 7 45,664,239 Shareholder Loans 0 (185,155) (185,155) Foreign Currency Translation 0 68,709 68,709 Retained Earnings (1,393,467) (35,532,206) 836,724 (36,088,949) Current Years Earnings 0 0 OWNERS EQUITY 663,498 1,059,937 7,737,492 9,460,927 ------------------------------------------------------------------------------------------------------------------ TOTAL LIABILITIES & OWNERS EQUITY 1,072,949 1,589,532 7,737,492 10,399,973 ------------------------------------------------------------------------------------------------------------------
Notes: 1. The adjustment to cash to reflect the additional cash remaining due to the capital raises after the purchase of Loyalty Magic. 2. The elimination of the Loyalty Magic intangible item Web development. 3. The elimination of the Loyalty Magic intangible item New platform 4. The amount of goodwill resulting from the Loyalty Magic acquisition. 5. The net amount of identifiable intangibles resulting from the Loyalty Magic acquisition. 6. The elimination of the Loyalty Magic common stock and the addition of the Catuity common stock issued in the acquisition and associated capital raise. 7. The additional paid in capital resulting from the Loyalty Magic acquisition and associated capital raise. (d) Exhibits 13.3 Audited Financial Statements of Loyalty Magic Pty. Ltd. for the twelve month period ending June 30, 2005. 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. CATUITY INC. (Registrant) By /s/ John H. Lowry --------------------------------- John H. Lowry Senior Vice President, Chief Financial Officer & Secretary Date: December 16, 2005 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION -------------- ------------------------------------------------------------ 13.3 Audited Financial Statements of Loyalty Magic Pty. Ltd. for the twelve month period ending June 30, 2005