-----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, Fo2fXKmc0SGP0BW7avCZEmfFIXgMDBmBXoQ0Di+0V53qAzU6+RCHMLRj4bk7JTq8 n17THQTRlE+/yWsJGAMCDg== /in/edgar/work/0000950123-00-010993/0000950123-00-010993.txt : 20001123 0000950123-00-010993.hdr.sgml : 20001123 ACCESSION NUMBER: 0000950123-00-010993 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000908 ITEM INFORMATION: FILED AS OF DATE: 20001122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METACREATIONS CORP CENTRAL INDEX KEY: 0000919794 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 954102687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-27168 FILM NUMBER: 775804 BUSINESS ADDRESS: STREET 1: 498 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 8055666200 MAIL ADDRESS: STREET 1: 6303 CARPINTERIA AVE CITY: CARPINTERIA STATE: CA ZIP: 93013 8-K/A 1 y42911e8-ka.txt METACREATIONS CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A AMENDMENT NO. 2 CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 8, 2000 MetaCreations Corporation (Exact Name of Registrant as Specified in Charter) Delaware 0-27168 95-4102687 (State or Other Juris- (Commission File (IRS Employer diction of Incorporation) Number) Identification No.) 498 Seventh Avenue, New York, NY 10018 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code # (212) 201-0800 N/A (Former Name or Former Address, if Changed Since Last Report) 2 MetaCreations Corporation (the "Registrant"), hereby files this Amendment No. 2 to its Current Report on Form 8-K, filed with the Commission on September 25, 2000, and supplies financial information on Viewpoint Digital, Inc. ("Viewpoint Digital") and pro forma financial information reflecting the Registrant's acquisition of Viewpoint Digital on September 8, 2000. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired: The financial statements of Viewpoint Digital required to be set forth herein are incorporated by reference to the Registrant's Definitive 14A, filed with the Commission on October, 31, 2000. (b) Pro Forma Financial Information: The pro forma financial statements of the Registrant required to be set forth herein are attached hereto as Annex A and are incorporated by reference. (c) Exhibits: Exhibit Description 2.1 Stock Purchase Agreement, dated as of August 23, 2000, by and between MetaCreations Corporation and Computer Associates International Inc.* 2.2 Promissory Note, dated as of September 8, 2000, in the principle amount of $15,000,000 between MetaCreations Corporation, as the Obligor, and Computer Associates International, Inc., as the Payee.** 2.3 Promissory Note, dated as of September 8, 2000, in the principle amount of $15,000,000 between MetaCreations Corporation, as the Obligor, and Computer Associates International, Inc., as the Payee.** * Previously filed as an exhibit to the Current Report on Form 8-K. ** Previously filed as an exhibit to Amendment No. 1 to the Current Report on Form 8-K. 3 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. METACREATIONS CORPORATION Date: November 20, 2000 By: /s/ Robert E. Rice ------------------------------ Name: Robert E. Rice Title: Chief Executive Officer 4 EXHIBIT INDEX The following exhibits are filed herewith. Exhibit Description 2.1 Stock Purchase Agreement, dated as of August 23, 2000, by and between MetaCreations Corporation and Computer Associates International, Inc.* 2.2 Promissory Note, dated as of September 8, 2000, in the principle amount of $15,000,000 between MetaCreations Corporation, as the Obligor, and Computer Associates International, Inc., as the Payee.** 2.3 Promissory Note, dated as of September 8, 2000, in the principle amount of $15,000,000 between MetaCreations Corporation, as the Obligor, and Computer Associates International, Inc., as the Payee.** * Previously filed as an exhibit to the Current Report on Form 8-K. ** Previously filed as an exhibit to Amendment No. 1 to the Current Report on Form 8-K. 5 Item 7(b) Pro Forma Financial Information UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS The Unaudited Pro Forma Consolidated and Combined Balance Sheet as of June 30, 2000, gives effect to the Acquisition of Viewpoint Digital, Inc. ("Viewpoint Digital"), as if the transaction had occurred on that date. The Unaudited Pro Forma Consolidated and Combined Statement of Operations for the six months ended June 30, 2000 and for the year ended December 31, 1999, give effect to the Acquisition of Viewpoint Digital, as if the transaction had occurred on January 1, 1999. The Unaudited Pro Forma Consolidated and Combined Financial Statements have been derived from, and should be read in conjunction with, (a) the historical financial statements, including the notes thereto, of MetaCreations Corporation (the "Company"), whose financial statements are included in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and its Annual Report on Form 10-K/A for the year ended December 31, 1999, and (b) the historical financial statements of Viewpoint Digital whose consolidated financial statements are included in the Company's Definitive Proxy Statement on Form DEF 14A, dated October 31, 2000. The Pro Forma Consolidated and Combined Financial Statements are presented for informational purposes only and are not necessarily indicative of the financial position or results of operations that would have occurred had the acquisition been consummated as of the dates indicated or of the future financial position or future results of operations of the Company. On September 8, 2000, the Company purchased all the outstanding capital stock of Viewpoint Digital, a wholly-owned subsidiary of Computer Associates International, Inc. ("Computer Associates"). Viewpoint Digital publishes what the Company believes to be the worlds largest library of 3D digital content and provides creative 3D services for entertainment, advertising, visual simulation, computer based training and corporate communications applications. The purchase price of $19,151,000, excluding contingent consideration of $30,000,000 in notes payable, consists of 715,000 shares valued at $8,938,000, cash consideration of $10,000,000 and $213,000 in direct acquisition costs. The purchase price in excess of the fair value of net tangible assets assumed of $2,203,000, has been allocated as follows: $3,253,000 to a covenant not to compete, $3,180,000 to work force, $1,558,000 to technology, $1,203,000 to customer list, $963,000 to in-process research and development, $643,000 to trade name and $6,148,000 to goodwill. Goodwill and other intangibles, excluding in-process research and development, will be amortized over their expected periods of benefit, which range from one and a half to four years. In-process research and development was written off immediately. The acquisition was accounted for as a purchase business combination for accounting purposes. The stock purchase agreement entered into for Viewpoint Digital requires the payment of additional consideration contingent upon the achievement of certain levels of future operating results (excluding amortization of goodwill and other intangible assets) and employee retention, through 2002. The contingent consideration consists of two promissory notes each in the amount of $15,000,000. Payments under the promissory notes, if any, will increase goodwill and other intangibles. The pro forma analysis for this acquisition excludes the impact of the $30,000,000 of contingent consideration. 6 METACREATIONS CORPORATION UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED BALANCE SHEET AS OF JUNE 30, 2000 (IN THOUSANDS)
Pro Forma Adjustments for Viewpoint Acquisition of MetaCreations MetaCreations Digital,Inc. Viewpoint Pro Forma Historical Historical Digital, Inc. Combined ------------- ------------ -------------- ------------- ASSETS Current Assets: Cash and cash equivalents $ 20,510 $ 65 $ (10,000) A $ 10,575 Short-term investments 18,073 - - 18,073 Accounts receivable, net 7 1,375 - 1,382 Prepaid expenses 266 - - 266 Current assets of discontinued operations 10,328 - - 10,328 --------- -------- --------- -------- Total current assets 49,184 1,440 (10,000) 40,624 --------- -------- --------- -------- Goodwill and other intangibles 75 29,495 15,985 A 16,060 (29,495) B Property and equipment, net 2,433 1,577 - 4,010 Other assets 173 - - 173 Non-current assets of discontinued operations 157 - - 157 --------- -------- --------- -------- Total assets $ 52,022 $ 32,512 $ (23,510) $ 61,024 ========= ======== ========= ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,722 $ 814 $ - $ 2,536 Accrued expenses 1,584 - 213 A 1,797 Current liabilities of discontinued operations 968 - - 968 Provision for loss on disposal of discontinued operations 211 - - 211 --------- -------- --------- -------- Total current liabilities 4,485 814 213 5,512 Other liabilities - 4,094 (4,094) C - Deferred tax liabilities - 1,049 (1,049) D - Mandatorily redeemable convertible preferred stock of subsidiary 15,574 - - 15,574 Minority interest 10,399 - - 10,399 Stockholders' equity: Preferred stock - - - - Common stock 28 - 1 A 29 Paid-in capital 133,232 42,865 8,937 A 142,169 (42,865) E Notes receivable from related parties (4,967) - - (4,967) Deferred compensation (1,540) - - (1,540) Accumulated deficit (105,189) (16,310) 16,310 E (106,152) (963) A --------- -------- --------- --------- Total stockholders' equity 21,564 26,555 (18,580) 29,539 --------- -------- --------- -------- Total liabilities and stockholders' equity $ 52,022 $ 32,512 $ (23,510) $ 61,024 ========= ======== ========= ========
7 METACREATIONS CORPORATION UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 (IN THOUSANDS, EXCEPT PER SHARE DATA)
Pro Forma Adjustments for Viewpoint Acquisition of MetaCreations MetaCreations Digital,Inc. Viewpoint Pro Forma Historical Historical Digital, Inc. Combined ------------- ------------ --------------- ------------- Net revenues $ 317 $ 3,623 $ - $ 3,940 Cost of revenues - 1,509 - 1,509 --------- -------- ----------- --------- Gross profit 317 2,114 - 2,431 --------- -------- ----------- --------- Operating expenses: Sales and marketing 10,114 1,642 - 11,756 Research and development 2,027 575 - 2,602 General and administrative 2,008 997 - 3,005 Amortization of goodwill and other intangibles 75 3,239 2,959 F 3,034 (3,239) B Stock-based compensation 7,003 - - 7,003 --------- -------- ----------- --------- Total operating expenses 21,227 6,453 (280) 27,400 --------- -------- ----------- --------- Loss from operations (20,910) (4,339) 280 (24,969) Other income 987 - - 987 --------- -------- ----------- --------- Loss before benefit for income taxes (19,923) (4,339) 280 (23,982) Benefit for income taxes - (791) 791 G - --------- -------- ----------- --------- Loss before minority interest (19,923) (3,548) (511) (23,982) Minority interest in loss of subsidiary 3,327 - - 3,327 --------- -------- ----------- --------- Net loss from continuing operations $ (16,596) $ (3,548) $ (511) $ (20,655) ========= ======== =========== ========= Net loss per common share from continuing operations - basic and diluted $ (0.61) $ (0.74) ========= ========= Weighted average number of shares outstanding - basic and diluted 27,216 715 A 27,931 ========= =========== =========
8 METACREATIONS CORPORATION UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 (IN THOUSANDS, EXCEPT PER SHARE DATA)
Pro Forma Adjustments for Viewpoint Acquisition of MetaCreations Metacreations Digital, Inc. Viewpoint Pro Forma Historical Historical Digital, Inc. Combined ------------- ------------- ------------- ------------ Net revenues $ 3,093 $ 8,284 $ -- $ 11,377 Cost of revenues -- 3,187 -- 3,187 --------- -------- --------- --------- Gross profit 3,093 5,097 -- 8,190 Operating expenses: Sales and marketing 2,567 3,230 -- 5,797 Research and development 2,816 1,250 -- 4,066 General and administrative 3,913 2,832 -- 6,745 Amortization of goodwill and other intangibles 152 6,478 5,917 F 6,069 (6,478) B Stock-based compensation 6,081 -- -- 6,081 --------- -------- --------- --------- Total operating expenses 15,529 13,790 (561) 28,758 --------- -------- --------- --------- Loss from operations (12,436) (8,693) 561 (20,568) Other income 2,286 -- -- 2,286 --------- -------- --------- --------- Loss before provision (benefit) for income taxes (10,150) (8,693) 561 (18,282) Provision (benefit) for income taxes 5,481 (2,121) 2,121 G 5,481 --------- -------- --------- --------- Loss before minority interest (15,631) (6,572) (1,560) (23,763) Minority interest in loss of subsidiary 1,048 -- -- 1,048 --------- -------- --------- --------- Net loss from continuing operations $ (14,583) $ (6,572) $ (1,560) $ (22,715) ========= ======== ========= ========= Net loss per common share from continuing operations-basic and diluted $ (0.59) $ (0.90) ========= ========= Weighted average number of shares outstanding-basic and diluted $ 24,581 $ 715 A $ 25,296 ========= ========= =========
9 METACREATIONS CORPORATION NOTES TO UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS A. Represents the acquisition of all of the issued and outstanding stock of Viewpoint Digital for consideration consisting of $10,000,000 in cash and the issuance of 715,000 shares of the Company's common stock for total consideration of $19,151,000, inclusive of transaction costs of $213,000. The purchase price in excess of the fair value of net tangible assets assumed of $2,203,000, has been allocated as follows: $3,253,000 to a covenant not to compete, $3,180,000 to work force, $1,558,000 to technology, $1,203,000 to customer list, $963,000 to in-process research and development, $643,000 to trade name and $6,148,000 to goodwill. Goodwill and other intangibles, excluding in-process research and development, will be amortized over their expected periods of benefit, which range from one and a half to four years. B. Represents the elimination of Viewpoint Digital's historical goodwill and other intangibles and the related amortization expense. C. Represents the elimination of Viewpoint Digital's historical other liabilities, which consist of an amount due to Computer Associates. D. Represents the elimination of Viewpoint Digital's historical net deferred tax liabilities, as such liabilities will not be payable by the Company. E. Represents the elimination of Viewpoint Digital's historical stockholder's equity. F. To record amortization expense due to $15,985,000 of goodwill and other intangibles generated from the Viewpoint Digital acquisition, assuming amortization periods ranging from one and a half to four years, excluding in-process research and development. G. Represents the elimination of Viewpoint Digital's historical tax benefits. The benefits would not have been realized on a pro forma basis due to the Company's operating losses. H. The unaudited pro forma consolidated and combined statements of operations do not include the immediate write off of in-process research and development, since it is considered a non-recurring charge. -----END PRIVACY-ENHANCED MESSAGE-----