-----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, VD149JWogq5lj2akspjI0dIK5WYY9KnyjVsX/Pd8WQH9bq5UpaQlyNf5z2inE4zg 8+H5VSvXPlWeLaCJhY8ClQ== 0000057201-96-000023.txt : 19960716 0000057201-96-000023.hdr.sgml : 19960716 ACCESSION NUMBER: 0000057201-96-000023 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960116 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960715 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIANA CORP CENTRAL INDEX KEY: 0000057201 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 362448698 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05486 FILM NUMBER: 96594772 BUSINESS ADDRESS: STREET 1: 8200 W BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223-1706 BUSINESS PHONE: 4143550037 FORMER COMPANY: FORMER CONFORMED NAME: FH INDUSTRIES CORP DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: SCOT LAD FOODS INC DATE OF NAME CHANGE: 19841202 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Earliest Event Reported): January 16, 1996 Exact name of Registrant as specified in its charter: The Diana Corporation State or Other Jurisdiction of Incorporation: Delaware Commission File Number: 1-5486 I.R.S. Employer Identification Number: 36-2448698 Address of Principal Executive Office: 8200 West Brown Deer Road Suite 200 Milwaukee, WI 53223 Registrant's Telephone Number, Including Area Code: (414) 355-0037 The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its Form 8-K Report dated January 31, 1996 as set forth in the pages attached hereto: ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired: The audited financial statements of Sattel Communications Company ("Sattel") for the period November 23, 1994 (inception) through December 31, 1994 and for the year ended December 31, 1995 are filed with this report. (b) Pro Forma Financial Information: The following unaudited pro forma condensed consolidated financial information is filed with this report: Unaudited Pro Forma Condensed Consolidated Balance Sheet at January 6, 1996 Unaudited Pro Forma Condensed Consolidated Statements of Operations for the 52 Weeks Ended April 1, 1995 and the 40 Weeks Ended January 6, 1996 On January 16, 1996, The Diana Corporation ("Diana" or "Registrant") acquired an additional 30% ownership interest in Sattel Communications Corp. ("SCC") (collectively the "SCC Acquisition"). As a result, Diana increased its ownership interest in SCC from 50% to 80%. Diana issued 350,000 shares of its newly issued common stock ("the Diana Shares") to Sattel Technologies, Inc. ("STI") in connection with the transaction. STI retained a 20% ownership interest in SCC. Diana also agreed to undertake certain obligations to register the Diana Shares and to grant STI certain registration rights with respect thereto. In addition, pursuant to another agreement entered into on January 16, 1996, Diana agreed to provide SCC with additional cash sufficient to increase its capital contributions to $2.5 million and make additional loans to SCC of up to $1.425 million. In addition, on January 10, 1996, Diana and STI entered into certain agreements. Pursuant to these agreements, Diana and STI each contributed their partnership interests in Sattel to a newly-formed corporation, SCC, following the contribution to capital by Diana of its note and interest receivable from Sattel. On May 3, 1996, Diana and STI entered into a Supplemental Agreement to amend the Exchange Agreement entered into in January 1996. STI agreed to convey to Diana an additional 15% of SCC and 50,000 Diana Shares in exchange for being released from the obligation to pay for certain product development and STI's proportionate share of a $10 million capital contribution to SCC. Between October 1994 and June 1996, the Company invested $13.9 million and issued 300,000 shares of its common stock in order to acquire an 80% interest in SCC, to acquire ownership of the intellectual property and licenses necessary to manufacture and sell DSS and DataNet switches, to further engineer and advance such switches, and to fund SCC's startup costs, working capital and investment in Concentric Network Corporation. On November 20, 1995, C&L Acquisition Corporation, a subsidiary of the Registrant's subsidiary, C&L Communications, Inc., acquired 80% of the common stock of Valley Communications, Inc. ("Valley") from Henry P. Mutz, Christopher M. O'Connor and Kenneth R. Hurst for approximately $4,320,000 including expenses and future consideration contingent on Valley attaining defined levels of pretax earnings in specified time periods through March 2001 (the "Valley Acquisition"). A separate Form 8-K was filed on December 5, 1995 and amended on January 31, 1996 for Diana's acquisition of Valley. The following unaudited pro forma financial statements give effect to the SCC Acquisition and the Valley Acquisition which are both accounted for as a purchase. The unaudited pro forma condensed consolidated balance sheet presents the combined financial position of Diana and SCC as of January 6, 1996 assuming that the SCC Acquisition had occurred as of January 6, 1996. Such pro forma information is based upon the historical balance sheet data of Diana, including Valley, as of January 6, 1996, and Sattel as of December 31, 1995. The unaudited pro forma condensed consolidated statement of operations for the 52 weeks ended April 1, 1995 gives effect to the SCC Acquisition and the Valley Acquisition by combining the following results of operations: 1) Diana for the 52 weeks ended April 1, 1995 2) Sattel for the period November 23, 1994 (inception) through March 31, 1995 3) Valley for the year ended April 30, 1995 The unaudited pro forma condensed consolidated statement of operations for the 40 weeks ended January 6, 1996 gives effect to the SCC Acquisition and the Valley Acquisition by combining the following results of operations: 1) Diana for the 40 weeks ended January 6, 1996 2) Sattel for the 9 months ended December 31, 1995 3) Valley for the 7 months ended November 30, 1995 The results of operations of Valley for the one month ended April 30, 1995 were not material to the pro forma results of operations for the 40 weeks ended January 6, 1996. The unaudited pro forma condensed consolidated financial information has been prepared by the Registrant based upon assumptions deemed proper by it. The unaudited pro forma condensed consolidated financial information presented herein is shown for illustrative purposes only and is not necessarily indicative of the future financial position or future results of operations of the Registrant, or of the financial position or results of operations of the Registrant that would have actually occurred had the transactions been in effect as of the date or for the periods presented. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical financial statements and related notes of the Registrant. (c) Exhibits 2.1 Exchange Agreement dated January 16, 1996 by and among The Diana Corporation and Sattel Technologies, Inc., incorporated herein by reference to Exhibit 10.2 of the Registrant's Registration Statement on Form S-3 (Reg. No. 333-1055) 23 Consent of Price Waterhouse LLP 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 thereunto duly authorized. THE DIANA CORPORATION (Registrant) Date: July 15, 1996 /s/ R. Scott Miswald Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----