<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 22, 1996
THE FOREFRONT GROUP, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 0-27438 76-0365256
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1330 Post Oak Boulevard, Suite 1300
Houston, Texas 77056
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(713) 961-1101
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
1360 Post Oak Boulevard, Suite 1660
Houston, Texas 77056
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On July 22, 1996, The ForeFront Group, Inc. (the "Company") consummated the
acquisition of AllMicro, Inc. ("AllMicro") pursuant to the terms of the
Agreement and Plan of Reorganization, dated as of July 19, 1996 (the "Merger
Agreement") by and among the Company, AllMicro Acquisition Corporation,
AllMicro and the stockholders (the "Stockholders") of AllMicro. The
acquisition was effectuated by way of a merger (the "Merger") of a wholly-owned
subsidiary of the Company with and into AllMicro. As a result of the Merger,
AllMicro became a wholly-owned subsidiary of the Company. The Merger is being
treated as a "pooling of interests" for accounting purposes. Pursuant to the
Merger Agreement, the Stockholders received an aggregate of 1,056,152 shares of
common stock, $.01 par value of the Company ("ForeFront Common Stock"), ten
percent of which was placed in escrow to satisfy claims of the Company that may
arise for any breach of the representations and warranties made by AllMicro
and the Stockholders in the Merger Agreement.
The shares of ForeFront Common Stock were issued to the Stockholders
pursuant to an exemption from registration under Section 3(a)(10) of the
Securities Act of 1933, as amended (the "Securities Act"). The Stockholders
have also been granted certain other piggyback registration rights under
certain circumstances. In addition, the Stockholders agreed not to sell the
Shares of ForeFront Common Stock acquired in the Merger prior to the time that
financial results covering at least 30 days post-Merger combined operations of
the Company and AllMicro have been published.
AllMicro is a supplier of technology that allows personal computer users to
troubleshoot, tune and enhance the performance of their PC's and networks.
AllMicro's major products consist of Troubleshooter(TM), a professional
diagnostic tool for PC troubleshooting; Discovery Card(TM), a diagnostic card
to resolve configuration conflicts; Rescue Data Recovery System(TM), a software
product to recover data from crashed drives; and CNE Self Study Course(TM), a
self study program for certification of Novell network engineers.
ForeFront is engaged in the business of developing, marketing and supporting
client, server and integrated application software products that enable the
capture, organization and exchange of information over the Internet and private
computer networks. The company launched its first two Internet products in
1995: GrabNet(TM), a tool that enables a client to capture and organize
information from the World Wide Web; and WebWhacker(TM), a product that enables
the storage of information captured from the Web for off-line use and
distribution. In 1996 the Company expanded its product offerings with the
release of WebSeeker(TM), a unified search engine that queries more than twenty
Internet engines and RoundTable(TM), a multimedia, Internet and Intranet
conferencing product.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The required financial statements of AllMicro are attached hereto on
pages 4 through 10.
-2-
<PAGE>
(b) Pro Forma Financial Information.
Set forth on pages 11 through 17 are the unaudited pro forma
financial statements which give effect to the acquisition of AllMicro.
The accompanying unaudited pro forma combining financial statements
of the Company and AllMicro give retroactive effect to the acquisition
which is being accounted for as a pooling of interests and, as a result,
the unaudited pro forma combining balance sheets and statements of
operations are presented as if the combining companies had been combined
for all periods presented. The unaudited pro forma combining financial
statements will become the historical financial statements of the
Company. These unaudited pro forma combining financial statements may
not be indicative of the results that actually may be obtained in the
future. The unaudited pro forma combining financial statements,
including the notes thereto, should be read in conjunction with the
historical consolidated financial statements of the Company and AllMicro.
(c) Exhibits.
23 Consent of Independent Public Accountants.
99.1* Agreement and Plan of Reorganization among The ForeFront
Group, Inc., AllMicro Acquisition Corporation, AllMicro, Inc.
and the Shareholders listed on the execution pages thereto,
dated July 19, 1996.
99.2* Escrow Agreement, dated as of July 19, 1996, by and among The
ForeFront Group, Inc., AllMicro Acquisition Corporation,
AllMicro, Inc., Texas Commerce Bank, N.A., and the Shareholders
listed on the execution pages thereto.
99.3* Registration Rights Agreement, dated as of July 19, 1996, by and
among The ForeFront Group, Inc. and the shareholders of
AllMicro, Inc. set forth on the signature pages thereto.
* Previously filed with Form 8-K dated July 22, 1996.
-3-
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Board of Directors
ALLMICRO, Inc.
We have audited the Balance Sheet of ALLMICRO, Inc. as of December 31, 1995 and
the related statement of income and retained earnings and cash flows for the
years then ended 1995 and 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the financial position of ALLMICRO, Inc. at December 31, 1995 and
the results of operations and cash flows for the years then ended December 31,
1995 and 1994, in conformity with generally accepted accounting principles.
/s/Joel S. Baum
- ---------------------------
Joel S. Baum, P.A.
Coral Springs, Florida
July 22, 1996
-4-
<PAGE>
ALLMICRO, INC.
BALANCE SHEET
DECEMBER 31, 1995
ASSETS
------
<TABLE>
<CAPTION>
1995
--------------
<S> <C>
CURRENT ASSETS
Cash and Cash Equivalents $ 561,035
Accounts Receivable (net of allowance $5,000) 97,685
Inventory 116,799
Other Current Assets 26,843
-------------
Total Current Assets 802,362
PROPERTY & EQUIPMENT
(Net of $28,127 accumulated depreciation) 56,346
OTHER ASSETS
Deposits 3,675
-------------
Total Assets $ 862,383
=============
LIABILITIES & STOCKHOLDER'S EQUITY
----------------------------------
CURRENT LIABILITIES
Accounts Payable $ 135,881
Accrued Liabilities 180,000
Deferred Revenue 100,000
Distributions Payable 113,000
------------
Total Liabilities 528,881
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY
Common Stock, $1.00 par value, 10,000 shares authorized,
100 shares issued and outstanding 100
Additional Paid-In Capital 1,894
Retained Earnings 331,508
-----------
333,502
Total Liabilities & Stockholder's Equity $ 862,383
===========
</TABLE>
See Accountant's Report and Accompanying Notes to Financial Statements.
-5-
<PAGE>
ALLMICRO, INC.
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Net Revenues $5,775,541 $4,172,632
Cost of Goods Sold 2,490,271 1,905,808
---------- ----------
Gross Profit 3,285,270 2,266,824
Selling and Marketing Expenses 960,377 812,102
General and Administrative Expenses 1,264,166 777,332
---------- ----------
Net Income Before Other Income 1,060,727 677,390
Other Income 17,087 2,795
---------- ----------
Net Income 1,077,814 680,185
Retained Earnings - Beginning 108,314 233,814
Dividend Distributions (854,620) (805,685)
---------- ----------
Retained Earnings - Ending $ 331,508 $ 108,314
========== ==========
</TABLE>
See Accountant's Report and Accompanying Notes to Financial Statements.
-6-
<PAGE>
ALLMICRO, INC.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---------- ---------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income $1,077,814 $ 680,185
Adjustments to Reconcile Net Income to Net Cash
Provided from Operating Activities:
Depreciation 11,560 7,438
Changes in Operating Assets and Liabilities:
(Increase) in Accounts Receivable (24,210) (11,034)
(Increase) in Inventory (91,899) (7,900)
(Increase) in Other Current Assets (14,555) (8,963)
Increase in Accounts Payable 48,035 34,366
Increase in Accrued Liabilities 123,000 25,000
Increase in Deferred Revenue 34,500 65,500
---------- ----------
Net Cash Provided From Operating Activities: 1,164,245 784,592
Cash Flows Used In Investing Activities:
Acquisition of Property & Equipment (45,730) (6,052)
Cash Flows Used In Financing
Activities:
Increase in Distributions Payable 43,000 35,000
Dividend Distributions (854,620) (805,685)
----------- ----------
Net Cash Used in Financing Activities (811,620) (770,685)
Net Increase in Cash 306,895 7,855
Cash - Beginning of Year 254,140 246,285
---------- ----------
Cash - End of Year $ 561,035 $ 254,140
========== ==========
</TABLE>
See Accountant's Report and Accompanying Notes to Financial Statements.
-7-
<PAGE>
ALLMICRO, INC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and Organization
-------------------------
The Company was organized under the laws of the State of Florida on
April 12, 1991. The principal business of the Company is direct sales
distributing for products used by personal computer repair technicians.
Cash and Cash Equivalents
-------------------------
The Company considers its investments with an original maturity of
three months or less to be cash equivalents.
Fixed Assets
------------
Fixed assets are stated at cost and depreciated over their estimated
useful lives (5 to 31.5 years), utilizing both the straight-line and
declining balance methods. Expenditures for major renewals and
betterments that extend the useful lives of fixed assets are
capitalized. Expenditures for maintenance and repairs are charged to
expense as incurred.
Inventory
---------
Inventory is stated at the lower of cost or market determined on the
First-In, First-Out basis.
Income Taxes
------------
The Company has elected to be taxed under Subchapter S of the Internal
Revenue Code, whereby the Company is not subject to taxation for
federal and state purposes. Under S Corporation status, the
stockholders report their share of the Company's taxable earnings or
losses on their personal income tax returns. The Company's S
Corporation status terminated with the effective date of the merger
(see Note 5).
Revenue Recognition
-------------------
Revenue is recognized upon delivery to the customer and the receipt and
acceptance of a signed contract or order if there are no significant
post delivery obligations. For sales which provide for upgrades for a
one year period, the portion of the sale associated with the upgrade is
unbundled and recognized as the upgrade is provided.
-8-
<PAGE>
ALLMICRO, INC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE 2- PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
1995
---------
<S> <C>
Equipment $ 81,717
Furniture and Fixtures 2,756
---------
Total 84,473
Less Accumulated
Depreciation (28,127)
---------
$ 56,346
=========
</TABLE>
The depreciation expense charged during 1995 was $11,560.
NOTE 3- COMMITMENTS
Lease Commitments
-----------------
The Company leases office equipment and an office location under
operating leases with various expiration dates through 1998. The
future minimum rental commitments due by year for the non-cancelable
leases, as of December 31, 1995 is as follows:
<TABLE>
<CAPTION>
Years ending:
<S> <C>
December 31, 1996 $ 45,800
December 31, 1997 2,545
December 31, 1998 2,545
--------
Total Minimum Payments $ 50,890
========
</TABLE>
-9-
<PAGE>
ALLMICRO, INC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
NOTE 4- AGREEMENT CONTRACTS
The Company has entered into various agreements dealing with software
licenses, distributorship and publishing agreements ranging from one to
three years. The agreements provide the Company the ability to
distribute the software programs and make any program changes as
necessary.
NOTE 5- SUBSEQUENT EVENTS
Legal Matters
-------------
On June 30, 1996, the Company was served with a lawsuit for damages
arising from a breach of contract. The suit claims that the Company
entered into a contract to market the plaintiffs software and then
violated the agreement. Management intends to contest this matter
vigorously. In the opinion of management, the outcome of this
litigation will not have a material adverse effect on the Company's
financial position or its results of operations.
Merger
------
On July 22, 1996 the Company merged with a wholly-owned subsidiary of
The ForeFront Group, Inc. (ForeFront) and became a wholly-owned
subsidiary of ForeFront. The merger is being treated as a "pooling of
interests" for accounting purposes.
-10-
<PAGE>
UNAUDITED PRO FORMA COMBINING FINANCIAL STATEMENTS
The following unaudited pro forma combining balance sheet as of June 30, 1996
and the unaudited pro forma combining statements of operations for the six
months ended June 30, 1996 and years ended December 31, 1995 and 1994, have
been prepared giving effect to the acquisition of AllMicro by the Company. On
July 22, 1996, the Company acquired 100% of the common stock of AllMicro in
exchange for 1,056,152 shares of the Company's Common Stock. This transaction
has been accounted for as a pooling of interests, and , as a result, the
unaudited pro forma combining financial statements are presented as if the
combining companies had been combined for all periods presented.
-11-
<PAGE>
THE FOREFRONT GROUP, INC.
UNAUDITED PRO FORMA COMBINING BALANCE SHEET
AS OF JUNE 30, 1996
<TABLE>
<CAPTION>
ForeFront AllMicro ProForma ProForma
Historical Historical Adjustments Combined
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents $11,055,937 $ 559,102 --- $11,615,039
Accounts receivable, net 820,119 248,826 --- 1,068,945
Interest receivable 16,291 --- --- 16,291
Inventory 54,159 161,194 --- 215,353
Prepaid expenses and other 79,368 17,505 --- 96,873
----------- ----------- ---------- -----------
Total current assets 12,025,874 986,627 --- 13,012,501
Furniture and equipment, net 594,784 77,134 --- 671,918
Purchased software, net 124,597 --- --- 124,597
Other assets 5,721 3,675 --- 9,396
----------- ----------- --------- -----------
Total assets $12,750,976 $ 1,067,436 --- $13,818,412
</TABLE>
See notes to unaudited pro forma combining balance sheet.
-12-
<PAGE>
THE FOREFRONT GROUP, INC.
UNAUDITED PRO FORMA COMBINING BALANCE SHEET
AS OF JUNE 30, 1996
<TABLE>
<CAPTION>
ForeFront AllMicro Pro Forma Pro Forma
Historical Historical Adjustments Combined
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities
Accounts payable $ 668,045 $ 109,007 $ --- $ 777,052
Accrued liabilities 572,418 467,635 --- 1,040,053
Current portion of deferred revenue 72,997 162,500 --- 235,497
----------- ----------- ----------- -----------
Total current liabilities 1,313,460 739,142 --- 2,052,602
----------- ----------- ----------- -----------
Deferred revenue, net of current portion 34,845 --- --- 34,845
Total liabilities 1,348,305 739,142 --- 2,087,447
----------- ----------- ----------- -----------
Commitments and contingencies
Stockholders' equity
Preferred stock, $.01 par value,
5,000,000 shares authorized --- --- --- ---
Common stock, $.01 par value,
20,000,000 shares authorized 51,415 100 10,461 61,976
Additional paid-in capital 19,560,366 1,894 (10,461) 19,551,799
Deferred compensation (447,195) --- --- (447,195)
Accumulated deficit (7,760,065) 326,300 --- (7,433,765)
Treasury stock (1,850) --- --- (1,850)
----------- ----------- ----------- -----------
Total stockholders' equity 11,402,671 328,294 --- 11,730,965
----------- ----------- ----------- -----------
Total liabilities and
stockholders' equity $12,750,976 $ 1,067,436 --- $13,818,412
=========== =========== =========== ===========
</TABLE>
See notes to unaudited pro forma combining balance sheet.
-13-
<PAGE>
THE FOREFRONT GROUP, INC.
UNAUDITED PRO FORMA COMBINING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
ForeFront AllMicro Pro Forma
Historical Historical Combined
---------- ---------- -----------
<S> <C> <C> <C>
Net revenues:
Licenses and royalties $ 1,169,147 $ 4,638,357 $ 5,807,504
Maintenance and services 44,611 --- 44,611
Other 11,669 --- 11,669
----------- ----------- -----------
Total revenues 1,225,427 4,638,357 5,863,784
Cost of sales, maintenance,
services and product licenses 196,791 1,784,109 1,980,900
---------- ----------- -----------
Gross profit 1,028,636 2,854,248 3,882,884
Operating expenses:
Research and development 933,979 --- 933,979
Selling and marketing 975,343 1,000,203 1,975,546
General and administrative 619,065 828,574 1,447,639
Acquired research and
development costs 2,798,604 --- 2,798,604
----------- ---------- -----------
Operating income (loss) (4,298,355) 1,025,471 (3,272,884)
Interest income: 301,349 19,283 320,632
----------- ---------- -----------
Net income (loss) $(3,997,006) $1,044,754 $(2,952,252)
=========== ========== ===========
Net income (loss)
per equivalent share $ (0.83) $ 0.99 $ (0.50)
=========== ========== ===========
Shares used in
computing net income
(loss) per share 4,800,931 1,056,152 5,857,083
=========== ========== ===========
</TABLE>
See notes to unaudited pro forma combining statement of operations.
-14-
<PAGE>
THE FOREFRONT GROUP, INC
UNAUDITED PRO FORMA COMBINING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
ForeFront AllMicro Pro Forma
Historical Historical Combined
------------ ---------- ----------
<S> <C> <C> <C>
Net revenues:
Licenses and royalties $ 214,193 $5,775,541 $5,989,734
Maintenance and services 52,600 --- 52,600
Other 10,452 --- 10,452
----------- ---------- ----------
Total revenues 277,245 5,775,541 6,052,786
Cost of sales, maintenance,
services and product licenses 136,911 2,490,271 2,627,182
----------- ---------- ----------
Gross profit 140,334 3,285,370 3,425,604
Operating expenses:
Research and development 837,007 --- 837,007
Selling and marketing 453,210 960,377 1,413,587
General and administrative 367,537 1,264,166 1,631,703
----------- ---------- ----------
Operating income (loss) (1,517,420) 1,060,727 (456,693)
Other:
Interest income 22,772 17,087 39,859
Interest expense (34,997) --- (34,997)
----------- ---------- ----------
Net income (loss) $(1,529,645) $1,077,814 $ (451,831)
=========== ========== ==========
Net income (loss)
per equivalent share $ (0.46) $ 1.02 $ (0.10)
=========== ========== ==========
Shares used in
computing net income
(loss) per share 3,327,338 1,056,152 4,383,490
=========== ========== ==========
</TABLE>
See notes to unaudited pro forma combining statement of operations.
-15-
<PAGE>
THE FOREFRONT GROUP, INC.
UNAUDITED PRO FORMA COMBINING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
ForeFront
ForeFront AllMicro and AllMicro
Historical Historical Combined
----------- ---------- ----------
<S> <C> <C> <C>
Net revenues:
Licenses $ 361,994 $4,172,632 $4,534,626
Maintenance and services 145,746 --- 145,746
Other 8,524 --- 8,524
----------- ---------- ----------
Total revenues 516,264 4,172,632 4,688,896
Cost of sales, maintenance,
services and product licenses 247,914 1,905,808 2,153,722
----------- ---------- ----------
Gross profit 268,350 2,266,824 2,535,174
Operating expenses:
Research and development 748,427 --- 748,427
Selling and marketing 608,437 812,102 1,420,539
General and administrative 465,086 777,332 1,242,418
----------- ---------- ----------
Operating income (loss) (1,553,600) 677,390 (876,210)
Interest income 33,390 2,795 36,185
----------- ---------- ----------
Net income (loss) $(1,520,210) 680,185 (840,025)
=========== ========== ==========
Net income (loss)
per equivalent share $ (0.46) $ 0.64 $ (0.19)
=========== ========== ==========
Shares used in computing
net income (loss)
per share 3,334,236 1,056,152 4,390,388
=========== ========== ==========
</TABLE>
-16-
<PAGE>
THE FOREFRONT GROUP, INC. AND ALLMICRO, INC.
NOTES TO UNAUDITED PRO FORMA COMBINING BALANCE SHEET AND
UNAUDITED PRO FORMA COMBINING STATEMENTS OF OPERATIONS
1. The unaudited pro forma combining balance sheet and statements of
operations reflect the financial position and results of operations of the
Company and AllMicro.
2. The pro forma combining statements of operations of the Company and
AllMicro were prepared as if the acquisition occurred as of the beginning
of the periods presented and are not necessarily indicative of operating
results which would have been achieved had the acquisition been
consummated at the beginning of such period and should not be construed as
representative of future operations. Transaction costs incurred in July,
1996 of approximately $1.6 million will be reflected in the Company's
10-QSB for the quarter ended September 30, 1996.
3. The pro forma combining financial statements should be read in conjunction
with the 1995 Annual Report on Form 10-KSB of ForeFront, the Quarterly
Reports on Form 10-QSB of ForeFront for the periods ended March 31, 1996
and June 30, 1996, the current report on Form 8-K regarding the Company's
acquisition of AllMicro filed with the Securities and Exchange Commission
on August 7, 1996 and the audited financial statements of AllMicro
included in this Form 8-K/A.
On July 22, 1996, the Company acquired AllMicro in exchange for 1,056,152
shares of the Company common stock in a transaction which was accounted
for as a pooling of interests. Accordingly, all financial information has
been restated to reflect the combined operations of AllMicro and
ForeFront.
4. Adjustments have been made to reflect the exchange of AllMicro's common
stock for the Company's common stock.
-17-
<PAGE>
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.
THE FOREFRONT GROUP, INC.
/s/ Ernest D. Rapp
-------------------------------
Ernest D. Rapp
Chief Financial Officer
-18-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------------------
23 Consent of Independent Public Accountants.
99.1* Agreement and Plan of Reorganization among The ForeFront
Group, Inc., AllMicro Acquisition Corporation, AllMicro, Inc. and
the Shareholders listed on the execution pages thereto, dated
July 19, 1996.
99.2* Escrow Agreement, dated as of July 19, 1996, by and among The
ForeFront Group, Inc., AllMicro Acquisition Corporation,
AllMicro, Inc., Texas Commerce Bank, National Association, and the
Shareholders listed on the execution pages thereto.
99.3* Registration Rights Agreement, dated as of July 19, 1996, by and
among The ForeFront Group, Inc. and the shareholders of
AllMicro, Inc. set forth on the signature pages thereto.
* Previously filed on August 6, 1996 with Form 8-K.
-19-
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation of
our report dated July 22, 1996, relating to the balance sheet of AllMicro, Inc.
as of December 31, 1995, and the related statements of income and changes in
retained earnings, and cash flows for the years ended December 31, 1995 and
1994 included in the Form 8-K/A of The ForeFront Group, Inc. dated
October 1, 1996.
/s/ Joel S. Baum
------------------------------
Joel S. Baum, P.A.
Coral Springs, Florida
October 1, 1996
