-----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, Hsxnurg7352Q63b1wq5gNLANwTyGXfhcySA6HW5BjeYONWBcMrC5arTQlxWCxx9F xMsP59WBWY2oNVmATGUUYg== 0000950147-95-000152.txt : 19951013 0000950147-95-000152.hdr.sgml : 19951013 ACCESSION NUMBER: 0000950147-95-000152 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950403 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951012 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERPROBE CORP CENTRAL INDEX KEY: 0000725259 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 860312814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11370 FILM NUMBER: 95580095 BUSINESS ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6029677885 MAIL ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 8-K/A 1 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM 8-K/A3 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 1995 ----------------- CerProbe Corporation - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) Delaware 0-11370 86-0312814 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 600 Rockford Drive, Tempe, Arizona 85281 - ------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (602) 967-7885 ------------------ Item 7. As Amended: Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Registrant.* Report of Independent Accountants.* Consolidated Balance Sheets as of December 31, 1994 and 1993.* Consolidated Statements of Income for Years Ended December 31, 1994, 1993 and 1992.* Consolidated Statements of Stockholders' Equity for Years Ended December 31, 1994, 1993 and 1992.* Consolidated Statement of Cash Flows for Years Ended December 31, 1994, 1993 and 1992.* Notes to Consolidated Financial Statements.* (b) Pro Forma Financial Information. Pro Forma Condensed Combined Statements of Earnings (unaudited) for Year Ended December 31, 1994.* Pro Forma Condensed Combined Balance Sheet (unaudited) as of March 31, 1995.* Pro Forma Condensed Combined Statement of Earnings (unaudited) for the Three Months Ended March 31, 1995.* Notes to Pro Forma Condensed Combined Financial Statements.* Fresh Test Technology Corporation Financial Statements as of March 31, 1994 and 1993.* Fresh Test Technology Corporation Financial Statements as of March 31, 1995 and 1994. (c) Exhibits. 2. Agreement of Merger and Plan of Reorganization dated February 21, 1995, by and among the Registrant, Fresh Test Acquisition, Inc., Fresh Test Technology Corporation, and William A. Fresh, Robert K. Bench, Harold D. Higgins, WAF Investment Company, and Orem Tek Development Corp., as amended by that certain Amendment of Agreement of Merger and Plan of Reorganization dated March 31, 1995.* - -------------------- * Previously filed. 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. CERPROBE CORPORATION Dated as of: October 11, 1995 By: /s/ C. Zane Close ------------------- C. Zane Close President FRESH TEST TECHNOLOGY CORPORATION Financial Statements March 31, 1995 and 1994 (With Independent Auditors' Report Thereon) Independent Auditors' Report The Board of Directors Fresh Test Technology Corporation: We have audited the accompanying balance sheets of Fresh Test Technology Corporation as of March 31, 1995 and 1994, and the related statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fresh Test Technology Corporation as of March 31, 1995 and 1994, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. /s/ KPMG PEAT MARWICK LLP ------------------------- May 11, 1995 FRESH TEST TECHNOLOGY CORPORATION Balance Sheets March 31, 1995 and 1994
Assets 1995 1994 ------ ---- ---- Current assets: Cash $ 286,658 266,306 Accounts receivable, net (notes 2 and 8) 794,686 486,637 Inventories (note 3) 150,667 228,702 Prepaid expenses 20,165 17,314 ----------- ----------- Total current assets 1,252,176 998,959 Property and equipment, net (notes 4 and 9) 253,684 364,887 Other assets 83,051 13,212 ----------- ----------- $ 1,588,911 1,377,058 =========== =========== Liabilities and Stockholders' Equity ------------------------------------ Current liabilities: Trade accounts payable $ 250,274 281,568 Accrued expenses 128,095 142,696 Current portion of capital lease obligations (note 9) 31,512 17,566 Current portion of notes payable to related parties (note 8) 121,753 92,170 Deferred revenue -- 27,912 ----------- ----------- Total current liabilities 531,634 561,912 Capital lease obligations, less current portion (note 9) 81,393 71,853 Notes payable to related parties, less current portion (note 8) 30,555 237,830 Commitments and subsequent events (notes 7, 8, 9 and 11) Stockholders' equity (notes 5, 8 and 10): 1993 Series redeemable convertible preferred stock, $.01 par value, 1,000,000 shares authorized; 600,000 shares issued and outstanding (liquidation preference $600,000) 6,000 6,000 Common stock, $.01 par value, 1,700,000 shares authorized; 746,250 and 577,000 shares issued at March 31, 1995 and 1994, respectively 7,462 5,770 Additional paid-in capital 1,246,667 1,204,658 Accumulated deficit (300,549) (710,965) Treasury stock, 6,334 shares of common stock, at cost (14,251) -- ----------- ----------- Net stockholders' equity 945,329 505,463 ----------- ----------- $ 1,588,911 1,377,058 =========== =========== See accompanying notes to financial statements.
FRESH TEST TECHNOLOGY CORPORATION Statements of Operations Years ended March 31, 1995 and 1994 1995 1994 ---- ---- Net sales $ 4,945,298 4,029,992 Cost of goods sold 3,341,019 2,921,855 ----------- ----------- Gross profit 1,604,279 1,108,137 Selling, general and administrative expenses 1,223,496 1,399,868 ----------- ----------- Income (loss) from operations 380,783 (291,731) Other income (expenses): Interest expense (40,850) (21,590) Other income 70,912 33,706 Loss on disposal of assets (429) (4,358) ------------ ----------- Other income, net 29,633 7,758 ------------ ----------- Net income (loss) $ 410,416 (283,973) ============ =========== See accompanying notes to financial statements. FRESH TEST TECHNOLOGY CORPORATION Statements of Stockholders' Equity Years ended March 31, 1995 and 1994
Redeemable Convertible Preferred Stock Common Stock Additional Net --------------- ------------ Paid-in Accumulated Treasury Stockholders' Shares Amount Shares Amount Capital Deficit Stock Equity ------ ------ ------ ------ ------- ------- ----- ------ Balance, March 31, 1993 $ -- $ -- $541,250 $5,412 $604,817 $(426,992) $ -- $ 183,237 Issuance of common stock for equipment (note 8) -- -- 17,000 170 6,630 -- -- 6,800 Issuance of common stock upon exercise of stock options -- -- 18,750 188 7,312 -- -- 7,500 Issuance of 1993 Series redeemable convertible preferred stock, net of issuance costs of $8,101 (note 10) 600,000 6,000 -- -- 585,899 -- -- 591,899 Net loss -- -- -- -- -- (283,973) -- (283,973) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance, March 31, 1994 600,000 6,000 577,000 5,770 1,204,658 (710,965) -- 505,463 Issuance of common stock for technology (note 8) -- -- 80,000 800 7,200 -- -- 8,000 Issuance of common stock upon exercise of stock options -- -- 89,250 892 34,809 -- -- 35,701 Purchase 6,334 shares -- -- -- -- -- -- (14,251) (14,251) Net income -- -- -- -- -- 410,416 -- 410,416 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance, March 31, 1995 $ 600,000 $ 6,000 746,250 $ 7,462 $1,246,667 $ (300,549) $ (14,251) $ 945,329 ========== ========== ========== ========== ========== ========== ========== ========== See accompanying notes to financial statements.
FRESH TEST TECHNOLOGY CORPORATION Statements of Cash Flows Years ended March 31, 1995 and 1994
1995 1994 ---- ---- Cash flows from operating activities: Net income (loss) $ 410,416 (283,973) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization expense 199,638 163,922 Loss on disposal of assets 429 4,358 Common stock issued in lieu of bonus 10,250 7,500 Preferred stock issued in lieu of bonus - 10,000 Decrease (increase) in accounts receivable (308,049) 151,846 Decrease (increase) in inventories 78,035 (2,550) Increase in prepaid expenses (2,851) (17,314) Increase in other assets (69,839) (1,506) Increase (decrease) in trade accounts payable and accrued expenses (45,895) 26,893 Increase (decrease) in deferred revenue (27,912) 4,409 -------- -------- Net cash provided by operating activities 244,222 63,585 -------- -------- Cash flows from investing activities: Purchases of property and equipment (53,597) (193,977) Proceeds from sale of property and equipment 13,939 - -------- -------- Net cash used in investing activities (39,658) (193,977) --------- -------- Cash flows from financing activities: Net proceeds from issuance of preferred stock - 42,899 Proceeds from issuance of common stock 11,200 - Proceeds from (repayments of) notes payable to related parties (177,692) 374,000 Repayments of borrowings from affiliate - (23,432) Principal payments on capital lease obligations (17,720) (6,889) -------- -------- Net cash provided by (used in) financing activities (184,212) 386,578 -------- -------- Increase in cash 20,352 256,186 Cash at beginning of year 266,306 10,120 -------- -------- Cash at end of year $ 286,658 266,306 ======== ======== Supplemental disclosure of cash flow information: Cash payments during the year for: Interest $ 37,889 14,690 Supplemental schedule of non-cash investing and financing activities: Assets received in exchange for common stock $ - 6,800 Assets acquired under capital lease arrangements 41,206 96,308 Conversion of notes payable to related parties to preferred stock - 539,000 Technology received in exchange for common stock and note payable 68,000 - Exercise of common stock options with common stock 14,251 - See accompanying notes to financial statements.
FRESH TEST TECHNOLOGY CORPORATION Notes to Financial Statements March 31, 1995 and 1994 (1) Organization and Summary of Significant Accounting Policies ----------------------------------------------------------- (a) Organization ------------ Fresh Test Technology Corporation (the Company) is a privately-held company that designs and manufactures a wide variety of hardware, probe interface systems, and test fixtures used in quality assurance procedures within the semiconductor industry. (b) Inventory --------- Inventories are stated at the lower of cost or market using the first in, first out method. (c) Property and Equipment ---------------------- Property and equipment are stated at cost. Major improvements and betterments are capitalized; maintenance, repairs, and minor replacements are expensed as incurred. Depreciation of property and equipment is provided over the estimated useful lives of the assets ranging from two to seven years on the straight-line method. Assets acquired under capital lease arrangements have been recorded at the present value of the future minimum lease payments and are being amortized on a straight-line basis over the estimated useful life of the asset or the lease term, whichever is shorter. Amortization of this equipment is included in depreciation and amortization expense. (d) Income Taxes ------------ Deferred taxes are provided in accordance with Statement of Financial Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes." Pursuant to SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. (e) Revenue Recognition ------------------- Revenue from non-standard product sales is recognized upon the later of shipment or customer acceptance. Revenue is recognized upon shipment for standard products with provisions made currently for estimated product returns expected to occur. (f) Investment in Subsidiary ------------------------ The Company owns 60% of the common shares (18% of the voting shares) of Fresh Quest Corporation (Fresh Quest). This investment is accounted for under the equity method as the Company does not control the voting stock of Fresh Quest. (2) Accounts Receivable ------------------- Accounts receivable consist of the following: 1995 1994 ---- ---- Trade accounts receivable $ 882,526 461,882 Due from Fresh Quest 39,394 115,633 Other 11,308 15,618 --------- --------- 933,228 593,133 Less allowances for doubtful accounts and rework (138,542) (106,496) --------- --------- $ 794,686 486,637 ========= ========= (3) Inventories ----------- Inventories consist of the following: 1995 1994 ---- ---- Raw materials $ 142,599 132,468 Work in process 38,068 66,824 Finished goods - 61,623 ---------- --------- 180,667 260,915 Less allowance for lower (30,000) (32,213) of cost or market ---------- --------- $ 150,667 228,702 ========== ========= (4) Property and Equipment ---------------------- Property and equipment consists of the following: 1995 1994 ---- ---- Furniture and fixtures $ 123,700 145,561 Equipment and machinery 481,146 453,476 Leasehold improvements 21,676 21,676 --------- --------- 626,522 620,713 Less accumulated depreciation (372,838) (255,826) --------- --------- Net property and equipment $ 253,684 364,887 (5) Stock Options ------------- The Company adopted Stock Option Plans in 1990 and 1993 under which 150,000 shares of common stock have been reserved. Key employees and directors of the Company may be given an opportunity to purchase shares of common stock of the Company either directly or under options granted pursuant to the Plans. The Plans provide for the grant of both incentive stock options and non-qualified stock options. The Board of Directors shall designate those persons to whom stock options shall be granted under this plan, the number of shares subject to each option, the market value of the stock at date of grant and the terms and conditions of such options. Stock options granted under this plan vest over a five year period and are exercisable over a term not to exceed 10 years from the date of the grant. On February 27, 1995, the Board of Directors terminated the 1990 and 1993 stock option plans. Stock option activity under these plans was as follows: Options Outstanding ------------------- Price Shares per Share ------ --------- Outstanding at March 31, 1993 85,000 $ .40 Granted 75,000 .40 Exercised (18,750) - Cancelled (10,000) .40 ------- Outstanding at March 31, 1994 131,250 .40 Granted 30,000 .40 Exercised (89,250) .40 Cancelled (72,000) .40 ------- Outstanding at March 31, 1995 - ======= (6) Income Taxes ------------ No income tax expense or benefit has been recorded for the years ended March 31, 1995 and 1994 due to cumulative net operating losses. The tax effectsof temporary differences that give rise to significant portions of the deferred tax asset and deferred tax liability are as follows: 1995 1994 ---- ---- Deferred tax asset: Net operating loss carryforward $ 34,000 127,000 Additional inventory costs capitalized for tax purposes 4,000 19,000 Allowances for doubtful accounts 15,000 19,000 Property and equipment, principally due to depreciation - 4,000 Accrued vacation 17,000 11,000 Deferred revenue - 11,000 Allowances for inventory valuation 52,000 24,000 Other 6,000 - -------- -------- Total gross deferred tax asset 128,000 215,000 Valuation allowance (104,000) (209,000) -------- -------- Net deferred tax asset $ 24,000 6,000 ========= ======== Deferred tax liability: Property and equipment, principally due to depreciation $ 24,000 - Other - 6,000 --------- --------- Total gross deferred tax liability $ 24,000 6,000 ========= ======= The Company has net operating loss carryforwards for federal income tax purposes of approximately $85,000 which begin to expire in 2008. The valuation allowance increased $113,000 for the year ended March 31, 1994 and decreased $105,000 for the year ended March 31, 1995. The Company has established a valuation allowance for the entire amount of the net deferred tax asset. Management has not determined at this time that it is more likely than not that the deferred tax asset will be realized. (7) Investment in Affiliate ----------------------- On January 28, 1993, the Company transferred certain technology valued at $15,000 to a newly formed company, Fresh Quest Corporation (Fresh Quest) in exchange for 1,500,000 shares or 75% of Fresh Quest common stock. On February 26, 1993, Fresh Quest issued 1,133,330 shares of voting preferred stock for net proceeds of $432,701 thereby diluting the Company's ownership interest of voting stock to approximately 48%. During the year ended March 31, 1994, Fresh Quest issued an additional 1,487,500 shares of voting preferred stock for net proceeds of $1,103,153 thereby diluting the Company's ownership interest of voting stock to approximately 32%. During the year ended March 31, 1995, Fresh Quest issued an additional 3,375,000 shares of voting preferred stock for net proceeds of $1,340,590 thereby diluting the Company's ownership interest of voting stock to approximately 18%. The Company has not guaranteed any of Fresh Quest's obligations nor is it committed to fund any future obligations, therefore, it has properly suspended recording its 75% proportionate share of Fresh Quest's losses once the investment account reached a zero balance. On March 31, 1995, the Board of Directors of Fresh Quest approved the dissolution of the Company. The following presents the condensed financial information for Fresh Quest as of and for the years ended March 31, 1995 and 1994: 1995 1994 ---- ---- Current assets $ 61,048 645,073 Total assets 300,910 1,293,644 Current liabilities 280,835 823,552 Total liabilities 280,835 1,449,741 Total stockholders' equity (deficit) 20,075 (156,097) License fee revenue 761,903 113,096 Research and development expenses 1,349,596 1,156,410 Net loss 1,349,581 1,540,736 Subsequent to March 31, 1995, the Company signed an agreement related to the dissolution of Fresh Quest. Pursuant to the agreement, the Company assumed certain liabilities of Fresh Quest for the assignment of all of Fresh Quest's assets. Subleases between the Company and Fresh Quest were terminated and certain technology owned by Fresh Quest was transferred to the Company. The Company does not anticipate any loss in conjunction with the dissolution of Fresh Quest. (8) Related Party Transactions -------------------------- The Company licensed the rights to certain technology from a stockholder in exchange for common stock valued at $15,000 and a commitment to pay royalties based on a percent of revenues derived from the technology. This technology was subsequently sublicensed to Fresh Quest in exchange for common stock similarly valued at $15,000. Under the sublicense agreement, Fresh Quest paid royalties to the Company in amounts equal to the royalty commitments due to the licensor. During the year ended March 31, 1994, unsecured notes payable to stockholders and other related party notes totalling $539,000 were converted into 539,000 shares of 1993 Series redeemable, convertible preferred stock. During the year ended March 31, 1994, the Company issued 17,000 shares of common stock to its principal stockholder in exchange for property and equipment valued at $6,800. During the year ended March 31, 1995, the Company issued 80,000 shares of common stock to a stockholder and a $60,000 note in exchange for technology valued at $68,000. At March 31, 1995, $30,000 of the note was outstanding. The note is secured by technology and due in monthly payments of $2,500 through March 1996. As of March 31, 1995, the Company has outstanding unsecured notes payable to the principal stockholder totalling $122,308. These notes bear interest at 11% and are due in varying monthly principal and interest payments through October 1, 1996. The aggregate annual maturities of these notes as of March 31, 1995 are as follows: Years ending March 31, Amount ------------ ------ 1996 $ 91,753 1997 30,555 --------- $ 122,308 ========= The Company shares office space, equipment, and employees with Fresh Quest. During the years ended March 31, 1995 and 1994, the Company allocated approximately $1,075,000 and $995,000, respectively, of such costs to Fresh Quest. $39,394 and $115,633 was due from Fresh Quest at March 31, 1995 and 1994, respectively. (9) Lease Commitments ----------------- The Company leases office space and equipment under capital and operating leases which expire at various dates through November 1998. The future minimum lease commitments under these leases are payable as follows: Years ending Capital Operating March 31, leases leases ------------ ------- --------- 1996 $ 42,715 151,280 1997 41,795 128,780 1998 34,395 123,588 1999 13,608 86,136 --------- -------- Total minimum lease payments 132,513 489,784 ========= Less amounts representing interest (at rates ranging from 10% to 13.5%) 19,608 --------- Present value of net minimum lease payments 112,905 Less current portion 31,512 ------- Capital lease obligations $ 81,393 ======== Rental expense under operating leases totalled $85,308 and $134,480 for the years ended March 31, 1995 and 1994, respectively. Property and equipment capitalized under capital lease agreements as of March 31, 1995 and 1994 is as follows: 1995 1994 ---- ---- Furniture and fixtures $ 80,038 80,038 Equipment and machinery 71,970 16,270 -------- -------- 152,008 96,308 Less accumulated amortization (41,769) (10,738) -------- -------- $ 110,239 85,570 ========= ======== (10) Preferred Stock --------------- On May 31, 1993, the Company issued 600,000 shares of 1993 Series redeemable convertible preferred stock in exchange for cash proceeds of $51,000, forgiveness of indebtedness totaling $539,000 and in lieu of a bonus of $10,000. The preferred stock issued has the same voting rights as the common stock, carries a liquidation preference equal to the issue price of $1.00 per share plus any declared but unpaid dividends and is redeemable at the option of the Company, any time after May 15, 1995 for $2.00 per share. Subject to certain antidilution provisions, the preferred stock is convertible into an equal number of shares of common stock at the election of the holder or automatically in the event of a qualifying public offering (as defined) or upon a business combination with another entity. (11) Subsequent Event/Merger ----------------------- Subsequent to March 31, 1995, the Company and its principal stockholders entered into a definitive agreement of merger and plan of reorganization with Cerprobe Corporation. Cerprobe Corporation, a public company, develops, manufactures and markets high performance probing and interface products for use in the testing of integrated and hybrid circuits. Upon completion of the merger on April 3, 1995, stockholders of the Company received 712,500 shares of Cerprobe Corporation common stock. Pursuant to the reorganization, the Company became a wholly-owned subsidiary of Cerprobe Corporation. -----END PRIVACY-ENHANCED MESSAGE-----