-----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, Roy/cUk9kwxwtLaJeDkrPbfVzrMkCFVFci3Q5Eo2ViR4V+rBFztwAtl0t4vcAikA boqJzkdaZjb4a5k1ozaImw== 0001047469-99-026282.txt : 19990705 0001047469-99-026282.hdr.sgml : 19990705 ACCESSION NUMBER: 0001047469-99-026282 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990514 ITEM INFORMATION: FILED AS OF DATE: 19990702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTRIS SOFTWARE INC CENTRAL INDEX KEY: 0000813747 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 953634089 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-15935 FILM NUMBER: 99658306 BUSINESS ADDRESS: STREET 1: 9339 CARROLL PARK DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6196253000 MAIL ADDRESS: STREET 1: ALPHAREL INC /CA/ STREET 2: 9339 CARROLL PARK DR CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: ALPHAREL INC /CA/ DATE OF NAME CHANGE: 19920703 8-K/A 1 8-K/A 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 (Date of earliest event reported) May 14, 1999 -------------------------------- Altris Software, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) California 0-15935 95-3634089 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission file number) (IRS employer incorporation) identification no.) 9339 Carroll Park Drive, San Diego, California 92121 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (619) 625-3000 ------------------------------ Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) EXPLANATORY NOTE On May 14, 1999, Altris Software, Inc. ("the Company") completed a transaction whereby, Spescom Ltd, a South African company acquired a 60% interest in the Company's wholly-owned subsidiary Altris Software, Ltd. All of the outstanding stock of Trimco Group plc, a United Kingdom company ("Trimco"). The Company's Current Report on Form 8-K dated, May 14, 1999 (the "Form 8-K") was filed with the Securities and Exchange Commission on May 28, 1999 to report the completion of such transactions. This Amendment No. 1 on Form 8-K/A is being filed in order to provide the pro forma financial information required under Item No. 7 that was unavailable at the time of the filing of the Form 8-K. Except as specifically amended by this Form 8-K/A, the Form 8-K shall remain unchanged. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) Unaudited Pro Forma Financial Information (1): Pro Forma Consolidated Balance Sheet as of March 31, 1999 Pro Forma Consolidated Statement of Operations for the year ended December 31, 1998 Pro Forma Consolidated Statement of Operations for the three months ended March 31, 1999 Condensed Notes to Pro Forma Consolidated Financial Statements --------------------- (1) Attached hereto as pages F-1 through F-5 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. Date: June 30, 1999 ALTRIS SOFTWARE, INC. By:/s/ John W. Low --------------------------- John W. Low Chief Financial Officer 3 ALTRIS SOFTWARE, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION Unaudited pro forma consolidated balance sheet at March 31, 1999 and pro forma consolidated statements of operation for the year ended December 31, 1998 and the three months ended as of March 31, 1999, F-1 ALTRIS SOFTWARE, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1999 (IN THOUSANDS)
Historical Adjustments Pro Forma ---------- ----------- --------- ASSETS Current assets: Cash and cash equivalents $ 391 $ 2,039 (a)(e) $ 2,430 Receivables, net 495 (259)(a) 236 Inventory, net 275 (8)(a) 267 Other current assets 193 (66)(a) 127 -------- -------- -------- Total current assets 1,354 1,706 3,060 Property and equipment, net 1,368 (792)(a) 576 Computer software, net 4,510 -- 4,510 Goodwill, net 1,983 (1,907)(a) 76 Long-term restricted cash -- 200 (f) 200 Other assets 270 -- 270 Investment in ASL -- 160 (a) 160 -------- -------- -------- Total assets $ 9,485 $ (633) $ 8,852 ======== ======== ======== LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities: Accounts payable $ 2,921 $ (807)(a) $ 2,114 Accrued liabilities 2,095 (659)(a) 1,436 Notes payable 700 (383)(a) 317 Deferred revenue 3,667 (952)(a) 2,715 -------- -------- -------- Total current liabilities 9,383 (2,801) 6,582 Long-term notes payable 421 -- 421 Deferred revenue, long term portion 1,963 -- 1,963 Deferred gain on Spescom transaction -- 200 (f) 200 Other long term liabilities 1,162 -- 1,162 Subordinated debt, net of discount 2,620 -- 2,620 --------- -------- -------- Total liabilities 15,549 (2,601) 12,948 --------- -------- -------- Commitments -- -- -- Mandatorily redeemable convertible preferred stock, $1,000 par value, 3,000 shares authorized; 3,000 shares issued and outstanding ($3,455,000 total liquidation preference) 3,108 -- 3,108 Shareholders' deficit: Common stock, no par value, 20,000,000 shares authorized; 9,615,163 and 11,615,163 issued and outstanding, respectively 61,096 1,800 (e) 62,896 Common stock warrants 585 65 (g) 650 Accumulated other comprehensive income 65 (65)(a) -- Accumulated deficit (70,918) 168 (a) (70,750) -------- -------- -------- Total shareholders' deficit (9,172) 1,968 (7,204) -------- -------- -------- Total liabilities and shareholders' deficit $ 9,485 $ (633) $ 8,852 ======== ======== ========
The accompanying condensed notes are an integral part of these pro forma consolidated financial statements. F-2 ALTRIS SOFTWARE, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 (IN THOUSANDS EXCEPT PER SHARE DATA)
Historical Adjustments Pro Forma ---------- ----------- --------- Revenues: Licenses $ 772 $ (532)(a) $ 492 252 (b) Services and other (575)(a) 1,613 100 (b) 1,138 ---------- ------- -------- Total revenues 2,385 (755) 1,630 Cost of revenues: Licenses 305 (65)(a) 240 Services and other 1,067 (408)(a) 659 ---------- ------- -------- Total cost of revenues 1,372 (473) 899 ---------- ------- -------- Gross profit 1,013 (282) 731 Operating expenses: Research and development 1,011 (139)(a) 872 Marketing and sales 765 (353)(a) 412 General and administrative 1,447 (938)(a) 509 ---------- ------- -------- Total operating expenses 3,223 (1,430) 1,793 ---------- ------- -------- Loss from operations (2,210) (1,148) (1,062) Minority interest in subsidiary - (600)(c) (600) Interest and other income 9 - 9 Interest and other expense (163) (1)(a) (164) ---------- ------- -------- Net loss $ (2,364) $ (547) $ (1,817) ========== ======= ======== Basic net loss per common share $ (.26) $ (.17) ========== ======== Diluted net loss per common share $ (.26) $ (.17) ========== ======== Shares used in computing basic and diluted net loss per common share 9,615 11,615
The accompanying condensed notes are an integral part of these pro forma consolidated financial statements. F-3 ALTRIS SOFTWARE, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS EXCEPT PER SHARE DATA)
Historical Adjustments Pro Forma ---------- ----------- --------- Revenues: Licenses $ 4,189 $(1,639)(a) $ 3,273 723 (b) Services and other (2,751)(a) 8,614 390 (b) 6,253 ---------- ------- -------- Total revenues 12,803 (3,277) 9,526 Cost of revenues: Licenses 1,553 (666)(a) 887 Services and other 5,474 (2,215)(a) 3,259 ---------- ------- -------- Total cost of revenues 7,027 (2,881) 4,146 ---------- ------- -------- Gross profit 5,776 (396) 5,380 Operating expenses: Research and development 2,314 (1,452)(a) 862 Marketing and sales 4,385 (1,839)(a) 2,546 General and administrative 5,083 (2,276)(a) 2,807 Settlement of lawsuits 1,128 - 1,128 Writeoff of capitalized software 625 - 625 ---------- ------- -------- Total operating expenses 13,535 (5,567) 7,968 ---------- ------- -------- Loss from operations (7,759) (5,171)(b) (2,588) Minority interest in subsidiary - (2,525)(c) (2,525) Gain on Spescom transaction - 168 (d) 168 Interest and other income 31 - 31 Interest and other expense (664) 29 (a) (635) ---------- ------- -------- Net loss $ (8,392) $(2,843) $(5,549) ========== ======= ======== Basic net loss per common share $ (.92) $ (.51) ========== ======== Diluted net loss per common share $ (.92) $ (.51) ========== ======== Shares used in computing basic and diluted net loss per common share 9,615 11,615
The accompanying condensed notes are an integral part of these pro forma consolidated financial statements. F-4 ALTRIS SOFTWARE, INC. NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS In May 1999, the Company entered into a multi-part agreement with Spescom Ltd., whereby Spescom invested $1.8 million into the Company for 2 million shares of the Company's common stock. In addition, Spescom purchased a 60% interest in Altris Software Ltd., ("ASL"), the Company's United Kingdom subsidiary. Under the agreement, ASL received $1,600,000 and the Company received $600,000 of which $200,000 was placed in an escrow account which will remain in effect until the second anniversary of the closing date for the purpose of securing any liability the Company may have under its representations and warranties to Spescom in the agreement. In order to obtain the consent to the agreement by the subordinate debt holder and preferred stockholders of the Company, the interest rate on the Company's outstanding debenture was increased from 11.5% to 12%. In addition, the conversion rate on the convertible preferred stock has been adjusted from $6.00 per share of common stock to $1.90 and the exercise price on warranty shares of the Company's common stock was also adjusted from $6.00 to $1.90 per share. The Company recorded expense of $65,000 associated with the change in price as determined by the Black-Scholes method. The Company recorded a gain of $168,000 on the transaction, net of expenses. The Company also recorded a deferred gain of $200,000 on the transaction which will be realized as proceeds are returned from the two-year escrow account. Also as part of the agreement the Company entered into a distribution agreement with ASL which grants ASL exclusive distribution rights for the Company's products around the world excluding North and South America and the Caribbean. The agreement provides for a royalty to the Company on sales of the Company's products by ASL equal to 50% of the Company's list price for such products and 35% for maintenance of the Company's products sold by ASL. The pro forma financials were prepared on the basis to reflect as if this transaction occurred on January 1, 1998. The following pro forma adjustments were made: (a) Adjustment is to eliminate from the consolidated results the operations of the London subsidiary for the twelve months ended December 31, 1998 and the three months ended March 31, 1999 and to record investment in subsidiary on the equity method. (b) Adjustment is to record royalty earned on the sale of the Company's products by ASL equal to 50% of the Company's list price for such products. Additionally, earned royalty includes 35% for maintenance of the Company's products sold by ASL. (c) Adjustment to record 40% interest in net loss of subsidiary after elimination of a portion of intercompany royalty. (d) Adjustment to record sale of majority interest in ASL. (e) Adjustment to record purchase of common stock by Spescom. (f) Adjustment to record restricted cash and deferred revenue. (g) Adjustment to record expense associated with the change in exercise price of warrants. - ------------------------------- - ------------------------------- [Footnote continued from previous page] F-5 -----END PRIVACY-ENHANCED MESSAGE-----