-----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, OlScJExFbzplhmtnvk++oGFH/swulf7FQ2tEz3WbU6rpJ86ef7UVCvN49b8ijW1t NXshjnZZWkGsfcS0XwcnAw== 0000817632-96-000003.txt : 19960202 0000817632-96-000003.hdr.sgml : 19960202 ACCESSION NUMBER: 0000817632-96-000003 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960131 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960201 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHARED TECHNOLOGIES INC CENTRAL INDEX KEY: 0000817632 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 870424558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17366 FILM NUMBER: 96509766 BUSINESS ADDRESS: STREET 1: 100 GREAT MEADOW RD STREET 2: STE 104 CITY: WETHERSFIELD STATE: CT ZIP: 06109 BUSINESS PHONE: 2032582400 MAIL ADDRESS: STREET 2: 100 GREAT MEADOW ROAD SUITE 104 CITY: WETHERSFIELD STATE: CT ZIP: 06109 8-K/A 1 1/31/96 AMENDED 8K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 4 CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported) :June 27, 1994 SHARED TECHNOLOGIES INC. ======================== DELAWARE 0-17366 87-0424558 . (State of other (Commission (I.R.S. Employer jurisdiction of File Number Identification No.) incorporation) 100 Great Meadow Road, Suite 104 Wethersfield, CT 06109 . (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 258-2400 Total number of sequentially numbered paged in this filing, including exhibits hereto: 7 Item 7 FINANCIAL STATEMENTS AND EXHIBITS ================================= (b) Pro Forma Financial Information Amend Item 7.(b) Pro Forma Financial Information by deleting such item in its entirety and substituting the following: Unaudited Pro Forma Financial Information for Shared Technologies Inc. filed as part of this report: Page Summary of Pro Forma Consolidated Statements of Operations 3 Pro Forma Consolidated statement of Operations for the year ended December 31, 1993 4 Pro Forma Consolidated Statement of Operations for the six months ended June 30, 1994 5 Notes to Pro Forma Consolidated Statements of Operations 6 Shared Technologies Inc. Pro Forma Statements of Operations On June 27, 1994, Shared Technologies Inc., ("STI" or the "Company"), completed its previously announced acquisition of the partnership interests of Access Telecommunication Group, L.P. ("Access") for $9,000,000, subject to certain post-closing adjustments. The $9,000,000 includes $4,000,000, paid at closing with the proceeds from the private placement sale of approximately 1,062,000 shares of the Company's Common Stock, and the issuance to the sellers of 400,000 shares of Series E preferred stock valued at $3.75 per share and 700,000 shares of Series F preferred stock valued at $5.00 per share. The following unaudited pro forma consolidated statements of operations for the year ended December 31, 1993 and the six months ended June 30, 1994 reflect the pro forma results of operations of Shared Technologies Inc. (STI) after giving effect to the acquisition of Access. The unaudited pro forma consolidated statements of operations should be read in conjunction with the consolidated financial statements of Access and STI and the related notes thereto. A pro forma consolidated balance sheet is not included herein since the assets and liabilities of Access are included in the June 30, 1994 consolidated balance sheet of STI included in STI's June 30, 1994 report on Form 10-Q. Shared Technologies Inc. Pro Forma Consolidates Statement of Operations For the Year Ended December 31, 1993 (Unaudited)
Access Shared Telecom- Pro Forma Pro Forma Technologies munications Adjustment Consolidate Inc. Group, L.P. s d =========== ============ ========== =========== Revenue $25,425,806 $18,660,506 - $44,086,312 Cost of Revenue 14,514,043 14,271,884 112,000 28,897,927 ----------- ---------- -------- -------- Gross Margin 10,911,763 4,388,622 (112,000) 15,188,385 -------- ---------- -------- -------- Selling, General & Administrative Expenses 9,981,938 4,216,811 444,469 14,643,218 Operating Income (Loss) 929,825 171,811 (556,469) 545,167 ------- -------- -------- ------- Other Expenses, net (519,604) (41,301) - (560,905) -------- -------- -------- Net income (loss) before extraordinary item 410,221 $130,510 (556,469) (15,738) -------- -------- -------- -------- Net income (loss) per common share before extraordinary item $0.01 ($0.08) ======== ======= Weighted Average 5,132,296 6,194,329 Shares ========= ========= Outstanding /TABLE Shared Technologies Inc. Pro Forma Consolidates Statement of Operations For the Six Months Ended June 30, 1994 (Unaudited)
Shared Access Pro Forma Pro Forma Technologies Telecom- Adjustment Consolidate Inc. munications s d Group, L.P. Revenue $17,020,982 $9,181,183 - $26,202,165 Cost of Revenue 9,329,946 6,384,373 56,000 15,770,319 --------- ---------- -------- ---------- Gross Margin 7,691,036 2,796,810 (56,000) 10,431,846 --------- ---------- -------- ---------- Selling, General & Administrative Expenses 6,599,247 2,495,953 222,235 9,317,435 Operating Income (loss) 1,091,789 300,857 (278,235) 1,114,412 --------- -------- -------- --------- Other Expenses, net (131,871) 27,867 - (104,004) --------- ------- -------- Net income (loss) 959,918 328,724 (278,235) 1,010,408 -------- -------- -------- ---------- Net income per common share $0.14 $0.10 ======== ======= Weighted Average 5,267,344 7,005,907 Shares ========= ========= Outstanding /TABLE Shared Technologies Inc. Notes to Pro Forma Consolidated Statements of Operations For the Year Ended December 31, 1993 And Six Months Ended June 30, 1994 (Unaudited) The pro forma consolidated statements of operations represents the operating results for the Company and Access Telecommunication Group, L.P. ("Access"), for the year ended December 31, 1993 and the six months ended June 30, 1994. The pro forma consolidated statements of operations assume that the acquisition occurred at the beginning of the respective periods. The pro forma adjustments are to increase amortization expense related to goodwill associated with this acquisition and to increase depreciation expense related to the increase in the carrying value of furniture and equipment acquired. Depreciation on the acquired furniture and equipment is calculated using an 8-year useful life, taking six months of depreciation in the first year. The weighted average shares outstanding for the six months ended June 30, 1994 and the year ended December 31, 1993 of 7,005,907 and 6,194,329 respectively, reflect the dilutive effects of the transaction for each respective period. The weighted average shares outstanding for both the six months ended June 30, 1994 and the year ended December 31, 1993 include the issuance of 1,062,033 shares of common stock which was necessary to provide the cash required at closing. Additionaly, the weighted average shares for the six months ended June 30, 1994 reflect the issuance of 700,000 shares of Series F preferred stock in connection with this transaction. These preferred shares were not included in the weighted average shares for the year ended December 31, 1993 as such inclusion would have been anti-dilutive. Net income (loss) per common share for the six months ended June 30, 1994 and the year ended December 31, 1993 provided for $279,202 and $464,650, respectively, of preferred dividends of which $60,000 and $120,000, respectively resulted from the issuance of Series E preferred stock which bears an 8% coupon (400,000 shares, paying $0.30 per share). 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. SHARED TECHNOLOGIES INC. Date: January 31, 1996 By:/s/ Vincent DiVincenzo ---------------------- Vincent DiVincenzo Senior Vice President-Finance and Administration, Treasurer, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----