-----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, E7OP4dYTR6ndlqhjB1MzZENolUGPoLoDY/W3gjyvB4vjlsnATowRh8O3C7BBJkbE Cuq1Rh3qhb0kuH88gOOFww== 0000950117-96-001317.txt : 19961104 0000950117-96-001317.hdr.sgml : 19961104 ACCESSION NUMBER: 0000950117-96-001317 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961011 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961101 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALL-COMM MEDIA CORP CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880085608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16730 FILM NUMBER: 96651796 BUSINESS ADDRESS: STREET 1: 400 CORPORATE POINTE STREET 2: SUITE 780 CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 310-342-28 MAIL ADDRESS: STREET 1: 400 CORPORATE POINTE SUITE 780 CITY: CULVER CITY STATE: CA ZIP: 90280 FORMER COMPANY: FORMER CONFORMED NAME: SPORTS TECH INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL HOLDINGS INC DATE OF NAME CHANGE: 19920518 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL GAMING CORP DATE OF NAME CHANGE: 19890518 8-K/A 1 ALL-COMM MEDIA CORPORATION 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: October 11, 1996 ALL-COMM MEDIA CORPORATION 400 Corporate Pointe, Suite 780 Culver City, California 90230 (310) 342-2800 Nevada 0-16730 88-0085608 (State of Incorporation) (Commission File No.) (IRS Id. No.)
Exhibit Index on Page 5 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On October 10, 1996, Metro Merger Corp., a wholly-owned subsidiary ("Merging Subsidiary") of All-Comm Media Corporation ("All-Comm" or the "Company") merged with and into Metro Services Group, Inc. ("Metro") pursuant to an Agreement and Plan of Merger, dated as of October 1, 1996 (the "Merger Agreement"), among Merging Subsidiary, All-Comm, Metro, J. Jeremy Barbera, Janet Sautkulis and Robert M. Budlow. At the effective time of such merger (the "Merger"), among other things, (i) each then-outstanding share of common stock, no par value, of Metro ("Metro Common Stock") was converted into the right to receive (x) 18,140 shares of common stock, par value $.01 per share, of All-Comm ("All-Comm Common Stock") and (y) a negotiable promissory note (a "Note") in a face amount of $10,000; (ii) each share of Metro Common Stock held in Metro's treasury or owned by Metro or Merging Subsidiary was canceled without payment of any consideration therefor; and (iii) each then-outstanding share of common stock, par value $.01 per share, of Merging Subsidiary was converted into one share of Metro Common Stock (as the surviving corporation in the Merger), registered in the name of All-Comm. The Notes shall be due and payable, together with interest thereon at a rate of 6% per annum, on June 30, 1998, subject to earlier repayment, at the option of the holder thereof, upon completion by the Company of a public offering of its equity securities. The Notes are convertible on or before maturity, at the option of the holder thereof, into shares of All-Comm Common Stock at an exchange rate equal to $5.38 per share. Immediately following the Merger, All-Comm owns all outstanding shares of the common stock of Metro, which shares represents 100% of the total voting power of the outstanding capital stock of Metro. Prior to the Merger, each of Mr. Barbera, Mr. Budlow and Ms. Sautkulis owned 60, 30 and 10 outstanding shares of Metro Common Stock, respectively, which represented in the aggregate 100% of the total voting power of Metro's outstanding capital stock. Pursuant to the Merger Agreement, the Board of Directors of Metro was reconstituted upon the consummation of the Merger to consist of Messrs. J. Jeremy Barbera, Robert M. Budlow and E. William Savage, each of whom is an employee and, in the case of Mr. Barbera and Mr. Savage, a director of All-Comm. Metro provides database management and other direct marketing services to diverse group of approximately 500 clients located throughout the United States. These services include customer and market data analysis, database creation and analysis, data warehousing, predictive behavioral modeling, list processing, brokerage and management, data processing, data enhancement and development of information systems. Metro assists its clients in defining target markets and uses sophisticated data analysis to support clients' direct marketing campaigns to increase the productivity of its clients' marketing expenditures. -2- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired. The following reports and financial statements of Metro are incorporated herein by reference to the Company's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on October 17, 1996: (i) Report of Independent Accountants, dated August 29, 1996 (ii) Balance Sheets as of December 31, 1995 and June 30, 1996 (unaudited) (iii) Statements of Operations for the years ended December 31, 1994 and 1995 and the (unaudited) six months ended June 30, 1995 and 1996 (iv) Statements of Shareholders' Equity (Deficit) for the years ended December 31, 1994 and 1995 and the (unaudited) six months ended June 30, 1996 (v) Statements of Cash Flows for the years ended December 31, 1994 and 1995 and the (unaudited) six months ended June 30, 1995 and 1996 (vi) Notes to Financial Statements (b) Unaudited Pro Forma Financial Information is included herein. The Unaudited Pro Forma Condensed Combined Balance Sheets have been prepared based upon the audited historical consolidated balance sheet of All-Comm as of June 30, 1996 and the unaudited historical condensed balance sheet of Metro as of June 30, 1996 and gives effect to acquisition of Metro by All-Comm as if it had occurred as of June 30, 1996. The Unaudited Pro Forma Condensed Combined Statements of Operations for the fiscal year ended June 30, 1996 have been prepared based on the audited historical consolidated statement of operations of All-Comm for the fiscal year ended June 30, 1996 and the unaudited historical statement of operations of Metro for the last six months of the year ended December 31, 1995 and the six months ended June 30, 1996 and give effect to the acquisition of Metro as if it had occurred as of July 1, 1995. Pro forma adjustments for each such pro forma financial statement are described in the accompanying notes. The following unaudited pro forma condensed combined financial information is not necessarily indicative of the actual results of operations or financial condition of the Company that would have been reported if All-Comm's acquisition of Metro had occurred as of July 1, 1995 or June 30, 1996, as the case may be, nor does such information purport to indicate either the results of the Company's future operations or the Company's future financial condition. In the opinion of management, all adjustments necessary to present fairly such pro forma financial information have been made. The pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and related notes of All-Comm and historical financial statements and related notes of Metro, both of which have been previously filed with the Commission. 3 (c) The following exhibit was previously filed October 11, 1996: 2.1 Agreement and Plan of Merger dated October 1, 1996 among All-Comm Media Corporation, Metro Merger Corp., Metro Services Group, Inc., J. Jeremy Barbera, Janet Sautkulis and Robert M. Budlow SIGNATURES 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 hereunto duly authorized. ALL-COMM MEDIA CORPORATION Date: October 31, 1996 By: /s/ Scott Anderson ---------------------------------- Name: Scott Anderson Title: Chief Financial Officer 4 EXHIBIT INDEX
===================================================================================================== Exhibit Number Description Page ===================================================================================================== 2.1 Agreement and Plan of Merger dated October 1, 1996 among All-Comm Media Corporation, Metro Merger Corp., Metro Services Group, Inc., J. Jeremy Barbera, Janet Sautkulis and Robert M. Budlow (previously filed October 11, 1996) - -----------------------------------------------------------------------------------------------------
-5- All-Comm Media Corporation and Metro Services Group, Inc. Pro Forma Condensed Combined Balance Sheets as of June 30, 1996 and Pro Forma Condensed Combined Statements of Operations For the Fiscal Year Ended June 30, 1996 (Unaudited) ALL-COMM MEDIA CORPORATION AND METRO SERVICES GROUP, INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS AS OF JUNE 30, 1996
Historical Pro Forma All-Comm Metro Media Services Corporation Group, Inc. Adjustments Combined ASSETS Current assets: Cash and cash equivalents $ 1,393,044 $ 138,004 ($ 150,000)(A) $ 1,381,048 Accounts receivable 2,681,748 1,412,110 4,093,858 Land held for sale at cost 921,465 921,465 Other current assets 107,658 22,635 130,293 ----------- ----------- ---------- ----------- Total current assets 5,103,915 1,572,749 (150,000) 6,526,664 Property and equipment, net 299,045 81,637 380,682 Intangible assets, net 7,851,060 8,185,955 (A) 16,187,015 150,000 (A) Other assets 47,046 50,000 97,046 ----------- ---------- ---------- ------------ Total assets $13,301,066 $1,704,386 $8,185,955 $23,191,407 =========== ========== ========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short term borrowings $ 500,000 $ 500,000 Trade accounts payable 470,706 $1,634,219 2,104,925 Accrued salaries and wages 706,039 706,039 Accrued expenses 758,112 758,112 Income taxes payable 10,000 15,367 25,367 Current portion of long-term obligations to related party 583,333 583,333 Related party payable 425,000 31,797 456,797 ----------- ------------ ----------- Total current liabilities 3,453,190 1,681,383 5,134,573 Long term portion of long term obligations to related party 1,516,667 $920,000 (A) 2,436,667 Other liabilities 80,315 32,958 113,273 ----------- ------------ ---------- ----------- Total liabilities 5,050,172 1,714,341 920,000 7,684,513 ----------- ------------ --------- ----------- Stockholders' equity: Convertible preferred stock 82 82 Common stock 31,985 1,000 18,140 (A) 50,125 (1,000)(A) Additional paid-in capital 14,462,306 7,237,860 (A) 21,700,166 Accumulated deficit (6,108,010) (10,955) 10,955 (A) (6,108,010) Treasury stock (135,469) (135,469) ----------- ------------ ---------- ----------- Total stockholders' equity 8,250,894 (9,955) 7,265,955 15,506,894 ----------- ------------ ---------- ----------- Total liabilities and stockholders' equity $13,301,066 $1,704,386 $8,185,955 $23,191,407 =========== ========== ========== ===========
See notes to unaudited pro forma condensed combined balance sheets. ALL-COMM MEDIA CORPORATION AND METRO SERVICES GROUP, INC. Notes to Unaudited Pro Forma Condensed Combined Balance Sheets The unaudited pro forma condensed combined balance sheets present the historical balance sheets of All-Comm and Metro and pro forma adjustments as if the acquisition of Metro by All-Comm had taken place as of June 30, 1996. The pro forma purchase accounting adjustment is summarized as follows: (A) Represents the purchase of Metro, which had a shareholder deficit of $9,955, for $8,176,000 (1,814,000 shares of Common Stock valued at $4 per share and $1,000,000 aggregate face amount of promissory notes issued by the Company to the former shareholders of Metro; the promissory notes, which have a stated interest rate of 6%, were discounted to $920,000 to reflect an estimated effective interest rate of 10%). In connection with the acquisition, the Company obtained three year covenants not to compete from the former shareholders of Metro. Acquisition costs are estimated to be $150,000. The acquisition was accounted for as a purchase and assets and liabilities were recorded at fair market values, which approximated net book values. The purchase is summarized as follows: Value of stock paid $7,256,000 Promissory notes payable 920,000 ------------ Total purchase price 8,176,000 Acquisition costs 150,000 ------------ Total costs $8,326,000 Less fair market value of: Assets acquired 1,704,386 Liabilities assumed 1,714,341 ----------- Deficit in net tangible assets 9,955 -------------- Costs in excess of tangible net assets 8,335,955 Less estimated value of covenants not to compete 650,000 -------------- Goodwill $7,685,955 ==============
ALL-COMM MEDIA CORPORATION AND METRO SERVICES GROUP, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE FISCAL YEAR ENDED JUNE 30, 1996
Historical Pro Forma All-Comm Metro Media Services Corporation Group. Inc. Adjustments Combined Revenues $15,889,210 $8,093,860 $23,983,070 ----------- ---------- ----------- Salaries and benefits 12,712,150 1,978,267 14,690,417 Direct costs 807,057 4,549,922 5,356,979 Selling, general and administrative 1,843,236 961,245 2,804,481 Professional fees 625,667 180,816 806,483 Amortization 361,537 $408,816 (A) 770,353 ----------- ------------ -------- ----------- Total operating expenses 16,349,647 7,670,250 408,816 24,428,713 ----------- ----------- -------- ----------- Income (loss) from operations (460,437) 423,610 (408,816) (445,643) Interest income 12,276 12,276 Interest expense (487,638) (106,000)(B) (593,638) ----------- ------------ -------- ----------- Income (loss) before income taxes (935,799) 423,610 (514,816) (1,027,005) Provision for income taxes (141,084) (28,950) (C) (170,034) ----------- ----------- -------- ----------- Net income (loss) ($1,076,883) $ 394,660 ($514,816) ($1,197,039) =========== ========= ========= =========== Net income (loss) attributable to common stockholders ($1,094,373) $ 394,660 ($514,816) ($1,214,529) =========== ========= ========= =========== Primary and fully diluted loss per share ($0.36) ($0.25) ----- ----- Weighted average common and common equivalent shares outstanding 3,068,278 1,814,000 (D) 4,882,278 ========= ========= =========
See notes to unaudited pro forma condensed combined statements of operations. ALL-COMM MEDIA CORPORATION AND METRO SERVICES GROUP, INC. Notes to Unaudited Pro Forma Condensed Combined Statements of Operations The unaudited pro forma condensed combined statements of operations combine the results of operations of All-Comm for its fiscal year ended June 30, 1996 with the results of operations of Metro for the year then ended. The revenues and results of operations of the combined businesses included in the summary are not considered by management to be indicative of the anticipated results of the business for the periods subsequent to the acquisition by the Company, nor are they considered to be indicative of the results of operations which might have been attained for the period presented. The pro forma purchase accounting adjustments reflect the effect on the combined results for the year ended June 30, 1996 as if the Company's acquisition of Metro had taken place at the beginning of such year. The adjustments are summarized as follows: (A) Reflects amortization of $8.3 million in excess of costs over the fair value of the net deficit acquired, including $650,000 in the aggregate in covenants not to compete. The covenants are amortized over their three year durations and the remainder over its expected benefit period of forty years. (B) Reflects interest expense incurred on $1,000,000 aggregate face amount of 6% promissory notes issued to former shareholders of Metro in connection with the Company's acquisition of Metro. The promissory notes were discounted to $920,000 to reflect an estimated effective interest rate of 10%. (C) Prior to its acquisition by All-Comm, Metro had elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code of 1986, as amended. As a result, Metro's federal taxable income or loss and tax credits were passed on through to Metro's former shareholders. Metro's tax provision resulted from income taxes due on taxable income for states which did not recognize Metro's "S" Corporation status. No pro forma tax provision has been made for federal taxes in the pro forma condensed combined statements of operations due to the availability of All-Comm's net operating loss carryforwards. (D) Pro forma primary and fully diluted earnings per share include the effect of issuance of 1,814,000 shares of common stock in connection with the Company's acquisition of Metro as if such acquisition had occurred on July 1, 1995. -----END PRIVACY-ENHANCED MESSAGE-----