-----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, FiEMl731sRh6sDtia1d4GPMCx7A9pt5FaFP9a80bAS9e8jPLzIHs5BmYBjKx8O0D 8iw3bfprk+q5P2N1nAwx2A== 0000944209-98-002092.txt : 19981228 0000944209-98-002092.hdr.sgml : 19981228 ACCESSION NUMBER: 0000944209-98-002092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981222 ITEM INFORMATION: FILED AS OF DATE: 19981222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEW TECH INC CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 770312442 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25940 FILM NUMBER: 98773632 BUSINESS ADDRESS: STREET 1: 3760 CALLE TECATE STREET 2: STE A CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8054828277 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 22, 1998 VIEW TECH, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-25940 77-0312442 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.)
3760 Calle Tecate, Suite A, Camarillo California 93012 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (805) 482-8277 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events Following an oral hearing before the Nasdaq Qualifications Hearing Panel (the "Panel") in connection with the Company's potential delisting from the Nasdaq National Market due to the Company's failure, as of September 30, 1998, to meet the applicable listing requirement stipulating $4,000,000 in net tangible assets, View Tech, Inc. (the "Company") received letters from Nasdaq on December 7 and 11, 1998 (the "Nasdaq Correspondence"). The Nasdaq Correspondence confirmed that the Panel has determined to continue listing the Company's securities on the Nasdaq National Market provided the Company complies with the following exception: it makes a public filing with the Securities and Exchange Commission (the "SEC") and Nasdaq, on or before December 23, 1998 evidencing a minimum of $4,000,000 in net tangible assets. The filing must contain a December 15, 1998 balance sheet with pro-forma adjustments for any significant events or transactions occurring on or before the filing date. The Nasdaq Correspondence further requires that the Company make an additional public filing or on before February 1, 1999 with the SEC and Nasdaq evidencing profitability, on a net income basis, for the quarter ending December 31, 1998. In order to fully comply with the terms of the Nasdaq exception, the Company must be able to demonstrate compliance with all requirements for continued listing on the Nasdaq National Market. However, in the event the Company fails to meet any of the terms of the Panel's exception and is delisted from the Nasdaq National Market, the Company's securities may be eligible for listing on the Nasdaq SmallCap Market. In accordance with the Nasdaq Correspondence, the Company has prepared the consolidated balance sheet as of December 15, 1998, which is attached as Exhibit 99.1. No pro forma adjustments are set forth as there have been no significant events or transactions (i.e. other than ordinary business) occurring on or before the filing date since December 15, 1998. The information presented on the attached December 15, 1998 consolidated balance sheet has not been audited by independent accountants, but includes all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the December 15, 1998 consolidated balance sheet. The Company expects to make a second filing, on Form 8-K, on or before February 1, 1999 with the SEC and Nasdaq evidencing profitability, on a net income basis, for the quarter ending December 31, 1998. The Company also expects to be able to demonstrate compliance with all listing requirements for the continued listing on the Nasdaq National Market. Statements that are not historical facts or that express the beliefs and expectations of management regarding future events or performance are forward looking statements. Those statements are subject to risks and uncertainties that could cause actual results or events in future periods to differ materially from those anticipated or forecasted. Those risks and uncertainties are detailed from time to time in the Company's filings with the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. The balance sheets presented herein should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 and the quarterly reports on Form 10-Q's for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998. 2 EXHIBIT INDEX Sequentially Exhibit No. Description Numbered Page - -------------------------------------------------------------------------------- 99.1 Consolidated Balance Sheets for View Tech, Inc. representing the period ended December 15, 1998 (unaudited) and December 31, 1997 4 3 EX-99.1 2 CONSOLIDATED BALANCE SHEET EXHIBIT 99.1 ------------ VIEW TECH, INC. CONSOLIDATED BALANCE SHEETS ASSETS
December 15, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: (Unaudited) Cash and cash equivalents $ 772,683 $ 1,204,690 Accounts receivable (net of reserves of $838,967 and $658,656, respectively) 14,803,527 13,326,667 Inventory 3,574,767 2,532,456 Other current assets 455,447 428,889 ----------- ----------- Total Current Assets 19,606,424 17,492,702 PROPERTY AND EQUIPMENT, net 3,477,104 3,423,838 GOODWILL, net 2,308,190 4,198,927 OTHER ASSETS 711,206 696,701 ----------- ----------- $26,102,924 $25,812,168 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 8,959,206 $ 7,168,763 Current portion of long-term debt 459,057 661,290 Accrued payroll and related costs 1,939,424 1,904,506 Deferred revenue 1,965,270 1,087,161 Accrued restructuring costs 1,199,811 -- Other current liabilities 627,280 1,371,248 ----------- ----------- Total Current Liabilities 15,150,048 12,192,968 ----------- ----------- LONG-TERM DEBT 4,422,069 5,342,368 ----------- ----------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, par value $.0001, authorized 5,000,000 shares, none issued or outstanding -- -- Common stock, par value $.0001, authorized 20,000,000 shares, issued and outstanding 7,722,278 and 6,589,571 shares at December 15, 1998 and December 31, 1997, respectively 772 659 Additional paid-in capital 15,261,091 13,653,624 Accumulated deficit (8,731,056) (5,377,451) ----------- ----------- 6,530,807 8,276,832 ----------- ----------- $26,102,924 $25,812,168 =========== ===========
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