-----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, Kc+NdHZ2Vd0zhM+Qs37O1AE6JO0C3OS7lePGJKEmICZadtP4cTJrsOCheNuym2j9 0Rx9Q+BM94Y1BaSqWcjkJQ== 0000098618-02-000032.txt : 20020814 0000098618-02-000032.hdr.sgml : 20020814 20020814143606 ACCESSION NUMBER: 0000098618-02-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 ITEM INFORMATION: Other events FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALANCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000098618 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 860220694 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09347 FILM NUMBER: 02734826 BUSINESS ADDRESS: STREET 1: 15900 N 78TH ST STREET 2: SUITE 101 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 4806071010 MAIL ADDRESS: STREET 1: 15900 N 78TH ST STREET 2: SUITE 101 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: ALANCO LTD DATE OF NAME CHANGE: 19901004 FORMER COMPANY: FORMER CONFORMED NAME: ALANCO RESOURCES CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALANCO ENVIRONMENTAL RESOURCES CORP DATE OF NAME CHANGE: 19930708 8-K 1 tsi8k2.txt TSI 8-K 081403 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 8-K CURRENT REPORT August 14, 2002 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 14, 2002 ALANCO TECHNOLOGIES, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Arizona 86-0220694 --------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 15575 N. 83rd Way, Suite 3, Scottsdale, Arizona 85260 -------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (480) 607-1010 -------------- (Registrant's telephone number, including area code) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS A special shareholders' meeting was held on May 14, 2002 where shareholders approved the issuance of shares relative to the acquisition of the operations of Technology Systems International, Inc. A proxy statement pertaining to the acquisition, which included the Amended Agreement and required financial information, was filed on April 22, 2002. Additional pro forma financial information is presented below to comply with Nasdaq requirements. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) THE FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The financial statements of Technology Systems International, Inc. ("TSI") were included with the related proxy statement filed on April 22, 2002. (b) PRO FORMA FINANCIAL INFORMATION. Required Pro Forma financial information was included in the proxy statement filed on April 22, 2002. Additional pro forma financial information presented below is filed to meet Nasdaq requirements: UNAUDITED PRO FORMA CONDENSED COMBINING BALANCE SHEET The following unaudited pro forma condensed combining balance sheet reflects the Alanco Technologies, Inc. ("Alanco") acquisition of the Technology Systems International, Inc. ("TSI") assets recorded under the purchase method of accounting. The pro forma balance sheet combines TSI with the consolidated balance sheet of Alanco as of May 31, 2002. The pro forma combining financial balance sheet is not necessarily indicative of the financial position that would have been reported had the acquisition occurred as of the date indicated, nor is it indicative of future financial position.
Summary Financial Information Condensed Pro Forma (Unaudited) Consolidated Balance Sheet As of May 31, 2002 Pro Forma Pro Forma TSI ALANCO Adjustments Combined ------------- ------------- ------------ ------------- ASSETS: Cash $7,300 $282,800 $290,100 Accounts Receivable 237,300 743,600 980,900 Notes Receivable 559,100 (559,100) (5) 0 Inventory 527,000 1,195,000 1,722,000 Prepaid Expenses 8,500 86,000 94,500 ------------- ------------- ------------ ------------- 780,100 2,866,500 (559,100) 3,087,500 PROPERTY, PLANT & EQUIPMENT, NET 94,200 287,600 381,800 OTHER ASSETS: Intangible Assets, net 445,000 4,130,400 (3) 4,575,400 Patents & Licenses 181,100 200,000 (3) 381,100 Software 465,400 200,000 (3) 665,400 Notes Receivable, Assets held for sale and Other 25,400 452,900 478,300 Investments 375,200 (375,200) (4) 0 ------------- ------------- ------------ ------------- TOTAL ASSETS $1,546,200 $4,427,200 $3,596,100 $9,569,500 ============= ============= ============ ============= CURRENT LIABILITIES Accounts Payable & Accruals $481,400 $761,100 $1,242,500 Current Notes & Bank Line 2,273,100 831,700 (559,100) (5) 971,200 (1,250,000) (1) (324,500) (2) Deferred Credits 117,000 117,000 ------------- ------------- ------------ ------------- 2,871,500 1,592,800 (2,133,600) 2,330,700 Long Term Debt 350,000 (1) 350,000 324,500 (2) 324,500 ------------- ------------- ------------ ------------- 2,871,500 1,592,800 (1,459,100) 3,005,200 Preferred Stock 490,000 490,000 Shareholders' Equity (1,325,300) 2,344,400 900,000 (1) 6,074,300 4,530,400 (3) (375,200) (4) ------------- ------------- ------------ ------------- TOTAL LIABILITIES & EQUITY $1,546,200 $4,427,200 $3,596,100 $9,569,500 ============= ============= ============ ============= Shares Outstanding 10,199,100 7,000,000 17,199,100 ============= ============ ============= Book Value Per Share $0.28 $0.38 ============= =============
(1) Adjustment to reflect the conversion of approximately $900,000 of debt to equity via Alanco issuing 1 million shares of Class A common stock and the reclassification of $350,000 of current notes payable pursuant to the EMS agreement included with related proxy information filed on April 22, 2002. The value of the shares issued was determined by the amount of debt EMS negotiated to convert for the shares to be issued. (2) Reflects the reclassification of certain notes payable that are contingent on TSI achieving an annual operating net income of $1 million. (3) Adjustments to reflect the purchase accounting method of recording the proposed transaction. The purchase price allocation is based only upon the 6 million Class A Common Shares, issued at closing. The $3.618 million value of the common stock issued in the transaction was determined by valuing the Class A common shares at 90% of the 5 day average closing market price prior to May 14, 2002 (closing date of transaction), or $.67 per share. The discount from market reflects management's estimate of the reduction required to reflect the unregistered nature of the shares. The net historical cost basis of the patents, licenses and software has been increased by $400,000 to reflect estimated fair market value for those assets. The post allocation asset values are expected to be written off over the estimated remaining useful life of the assets. The remaining value of the purchase price of approximately $3.218 million has been allocated to goodwill in recognition of the earnings potential of contracts executed, contracts currently being negotiated, proposals outstanding and additional contracts that are being pursued. (4) To reflect the exchange of approximately 2.07 million shares of TSI common stock for the Company's investment in the preferred stock of Gold & Minerals Company, Inc. (G&M). (5) To eliminate intercompany balances to Alanco by TSI at May 31, 2002. (6) The unaudited pro forma balance sheet and related notes presented above should be read in conjunction with the Company's previously filed 10-QSB's, Form 10-KSB for fiscal year ended June 30, 2002, and the proxy statement filed on April 22, 2002. (c) EXHIBITS. See proxy statement filed on April 22, 2002 for all exhibits relevant to the Technology Systems International, Inc. acquisition. CERTIFICATION To the best of our knowledge and belief, the information presented above (i) complies with the requirements of Section 13(a) and/or 15(d) of the Exchange Act and (ii) the information contained in this 8-K filing fairly presents, in all material respects, the pro forma financial position on the dates indicated and under the assumptions made. Date: August 14, 2002 ALANCO TECHNOLOGIES, INC., Registrant /s/ Robert R. Kauffman /s/ John A. Carlson --------------------- ------------------------ Chief Executive Officer Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----