<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
March 24, 1997
Date of Report (Date of earliest event reported)
CKS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27090 77-0385435
- ------------------------------- ---------------- -------------------
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
10441 Bandley Drive
Cupertino, California 95014
(Address of principal executive offices)
(408) 366-5100
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER ITEMS.
CKS Group, Inc. (the "Company") has restated its consolidated
statements of operations for the four fiscal quarters of the fiscal year ended
November 30, 1996 to reflect the January 31, 1997 acquisition (the
"Acquisition") by Raleigh Acquisition, Inc., a Delaware corporation ("Sub") and
wholly-owned subsidiary of the Company, of 100% of the capital units, shares
and capital accounts of McKinney & Silver, a North Carolina general partnership
("M&S"), from the current and former general partners of M&S (the "Partners")
pursuant to an Acquisition Agreement dated January 31, 1997 by and among the
Registrant, Sub, the Partners, and certain other parties. The Company restated
its consolidated financials for such periods to reflect that the Acquisition
was accounted for as a pooling of interests.
The Company's restated quarterly consolidated statements of operations
for the year ended November 30, 1996 are as follows:
CKS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------------
FEB. 29, MAY 31, AUG. 31, NOV. 30,
1996 1996 1996 1996
-------- ------- -------- --------
<S> <C> <C> <C> <C>
REVENUES $13,873 $22,730 $24,081 $25,715
------- ------- ------- -------
OPERATING EXPENSES:
Direct salaries and related expenses........ 4,305 5,157 5,778 6,882
Other direct operating expenses............. 5,365 10,374 10,716 9,297
General and administrative expenses......... 2,864 3,971 4,349 5,428
------- ------- ------- -------
Total operating expenses...................... 12,534 19,502 20,843 21,607
------- ------- ------- -------
Operating income.............................. 1,339 3,228 3,238 4,108
Other income, net............................. 338 581 443 749
------- ------- ------- -------
Income before income taxes.................... 1,677 3,809 3,681 4,857
Income taxes.................................. 391 887 857 1,131
------- ------- ------- -------
Net income.................................... $ 1,286 $ 2,922 $ 2,824 $ 3,726
======= ======= ======= =======
PRO FORMA NET INCOME AND PER SHARE DATA(1):
Income before income taxes, as reported....... $ 1,677 $ 3,809 $ 3,681 $ 4,857
Pro forma income taxes........................ 639 1,453 1,404 1,853
------- ------- ------- -------
Pro forma net income.......................... $ 1,038 $ 2,356 $ 2,277 $ 3,004
======= ======= ======= =======
Pro forma net income per share................ $ 0.08 $ 0.17 $ 0.16 $ 0.21
======= ======= ======= =======
Shares used in per share computation.......... 13,831 14,250 14,360 14,506
======= ======= ======= =======
</TABLE>
- ------------------
(1) M&S was a limited partnership and, as a result, M&S's historical results of
operations, which have been included with the Company's under the pooling
of interests method, do not include a provision for income taxes. Pro forma
net income and net income per share include a tax provision as if M&S had
been a taxable C Corporation for all periods.
2
<PAGE> 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.
CKS GROUP, INC.
Dated: March 24, 1997 By: /s/ Robert T. Clarkson
-----------------------
Robert T. Clarkson
Executive Vice President and Secretary
3
