-----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, VU+xK2n2mDXmFtPbo67RRHtsqlv1DMUEql4Yqzm6xkAOu9o5XitdvU9aPiq2my+5 iMSvorspRXkdwXdCLLXtFg== 0000944209-99-000061.txt : 19990126 0000944209-99-000061.hdr.sgml : 19990126 ACCESSION NUMBER: 0000944209-99-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990122 ITEM INFORMATION: FILED AS OF DATE: 19990125 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25940 FILM NUMBER: 99512283 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) January 22, 1999 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 the Nasdaq on December 7, 11 and 30, 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 made 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, containing 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 on or before February 1, 1999 with the SEC and Nasdaq evidencing profitability, on a net income basis, for the quarter ended 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 previously prepared the consolidated balance sheet as of December 15, 1998 and made a public filing on Form 8-K with the SEC and Nasdaq on December 22, 1998. Attached hereto as Exhibits 99.1 and 99.2, are the Company's consolidated balance sheets as of December 31, 1998 and 1997 and the consolidated statements of operations (unaudited) for the three months ended December 31, 1998 and 1997, respectively. In accordance with the Nasdaq Correspondence, the consolidated statement of operations for the quarter ended December 31, 1998 is evidence of the Company's profitability on a net income basis. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been omitted. The consolidated balance sheets and consolidated statements of operations 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 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. VIEW TECH, INC. January 25, 1999 /s/ Ali Inanilan - -------------------------- ---------------------------------- Date Ali Inanilan Chief Financial and Administrative Officer 3 Exhibit Index
Sequentially Exhibit No. Description Numbered Page - --------------------------------------------------------------------------------------- 99.1 Consolidated Balance Sheets for View Tech, Inc. as of December 31, 1998 and 1997 5 99.2 Consolidated Statements of Operations for View Tech, Inc. representing the quarters ended December 31, 1998 and 1997 (Unaudited) 6
4 EX-99.1 2 CONSOLIDATED BALANCE SHEETS EXHIBIT 99.1 ------------ View Tech, Inc. Consolidated Balance Sheets
ASSETS December 31, December 31, 1998 1997 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 661,158 $ 1,204,690 Accounts receivable (net of reserves of $869,304 and $658,656, respectively) 14,091,912 13,326,667 Inventory 4,410,166 2,532,456 Other current assets 544,860 428,889 ----------- ------------ Total Current Assets 19,708,096 17,492,702 PROPERTY AND EQUIPMENT, net 3,548,993 3,423,838 GOODWILL, net 2,300,064 4,198,927 OTHER ASSETS 688,365 696,701 ----------- ------------ $26,245,518 $25,812,168 =========== ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 7,669,229 $ 7,168,763 Current portion of long-term debt 336,193 661,290 Accrued payroll and related costs 2,348,421 1,904,506 Deferred revenue 1,940,579 1,087,161 Accrued restructuring costs 1,026,496 -- Other current liabilities 657,432 1,371,248 ----------- ----------- Total Current Liabilities 13,978,350 12,192,968 ----------- ----------- LONG-TERM DEBT 5,196,653 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 7,722,277 and 6,589,571 shares at December 31, 1998 and December 31, 1997, respectively 772 659 Additional paid-in capital 15,261,591 13,653,624 Accumulated deficit (8,191,848) (5,377,451) ----------- ----------- 7,070,515 8,276,832 ----------- ----------- $26,245,518 $25,812,168 =========== ===========
5 EX-99.2 3 CONSOLIDATED STATEMENTS OF OPERATIONS EXHIBIT 99.2 ------------ View Tech, Inc. Consolidated Statements of Operations
Three Months Ended December 31, ---------------------------- 1998 1997 ------------ ------------ (Unaudited) Revenues: Product sales and service revenues $10,222,831 $10,207,645 Agency commissions 4,421,436 4,502,805 ----------- ----------- 14,644,267 14,710,450 ----------- ----------- Costs and expenses: Costs of goods sold 6,897,059 6,934,804 Sales, general and administrative 6,924,345 7,637,225 Restructuring and other costs -- -- ----------- ----------- 13,821,404 14,572,029 ----------- ----------- Income from operations 822,863 138,421 Other Expense (110,250) (101,551) ----------- ----------- Income before income taxes 712,613 36,870 Provision for income taxes -- -- ----------- ----------- Net income $ 712,613 $ 36,870 =========== =========== Earnings per common share assuming dilution $ 0.10 $ 0.01 =========== =========== Weighted average shares outstanding 7,317,150 6,517,785 =========== =========== Weighted average shares outstanding assuming dilution 7,436,086 7,346,669 =========== ===========
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