<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DELTAPOINT, INC.
- ----------------------------------------------------------------------------
(EXACT NAME AS SPECIFIED IN ITS CHARTER)
July 11, 1997
- ----------------------------------------------------------------------------
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
California 7372 77-0216760
- ----------------------------------------------------------------------------
(State of Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation Industrial Classification Identification
or Organization) Code Number) Number)
22 Lower Ragsdale, Monterey, California 93940
- ----------------------------------------------------------------------------
(Address of Principal Executive Office)
(408) 648-4000
- ----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Report of Independent Accountants. . . . . . . . . . . . . . . . . . . . . . 3
Balance Sheet as of December 31, 1996. . . . . . . . . . . . . . . . . . . . 4
Statement of Operations for the year ended December 31, 1996 . . . . . . . . 5
Statement of Stockholders' Equity for the year ended December 31, 1996 . . . 6
Statement of Cash Flows for the year ended December 31, 1996. . . . . . .. . 7
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . 8
Condensed Balance Sheet as of June 30, 1997 (unaudited) . . . . . . . . . . 14
Condensed Statement of Operations for the six months ended June 30, 1997
and 1996 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Condensed Statements of Cash Flows for the six months ended June 30, 1997
and 1996 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Notes to Condensed Financial Statements. . . . . . . . . . . . . . . . . . . 17
Introductory paragraph to Pro Forma Combined Financial Statements
(unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Pro Forma Condensed Balance Sheet as of June 30, 1997 (unaudited) . . . . . 19
Pro Forma Statements of Operations for the periods ended December 31,
1996 (unaudited) and June 30, 1997 (unaudited) . . . . . . . . . . . . . . 20
Notes to Unaudited Pro Forma Financial Information . . . . . . . . . . . . . 21
<PAGE>
THE UNDERSIGNED REGISTRANT HEREBY AMENDS THE FOLLOWING ITEMS, FINANCIAL
STATEMENTS, EXHIBITS, OR OTHER PORTIONS OF ITS CURRENT REPORT ON FORM 8-K
ORIGINALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 1997
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a) Financial Statements
Report of Independent Accountants
To the Board of Directors and Stockholders of
Site/technologies/inc.
In our opinion, the accompanying balance sheet and the related statements of
operations, of stockholder's equity and of cash flows present fairly, in all
material respects, the financial position of Site/technologies/inc. at
December 31, 1996, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting
principles. 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 audit of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for the opinion expressed above. The financial
statements of Site/technologies/inc. for the year ended December 31, 1995
were audited by other independent accountants whose report dated March 26,
1996 expressed an unqualified opinion on those financial statements.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has an accumulated deficit of $2,566,000
and has incurred recurring losses from operations that raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
Price Waterhouse LLP
San Jose, California
September 15, 1997
<PAGE>
SITE/TECHNOLOGIES/INC.
BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31,
1996
-----------
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . $ 174
Accounts receivable, net of allowance for
doubtful accounts of $2 in 1996 . . . . . . 7
--------
Total current assets . . . . . . . . . . . 181
Property and equipment, net . . . . . . . . . 131
Deposits and other assets . . . . . . . . . . 6
--------
$ 318
--------
--------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . $ 15
Accrued liabilities . . . . . . . . . . . . . 20
--------
Total current liabilities . . . . . . . . . 35
--------
Commitments (Note 4). . . . . . . . . . . . . . --
Stockholders' equity:
Convertible preferred stock,
$0.001 par value, 2,000,000 shares
authorized:
Series A; 800,000 shares designated;
596,0000 shares issued and outstanding . . 1
Series B; 1,000,000 shares designated;
983,296 shares issued and outstanding. . . 1
Common stock, $0.001 par value; 20,000,000
shares authorized; 2,250,000 shares issued
and outstanding. . . . . . . . . . . . . . . 2
Additional paid-in capital. . . . . . . . . . 2,845
Unrealized gain on investments. . . . . . . . --
Accumulated deficit . . . . . . . . . . . . . (2,566)
--------
Total stockholders' equity . . . . . . . . 283
--------
$ 318
--------
--------
The accompanying notes are an integral part of these financial statements.
<PAGE>
SITE/TECHNOLOGIES/INC.
STATEMENT OF OPERATIONS
(IN THOUSANDS)
YEAR ENDED
DECEMBER 31,
1996
------------
Net revenues . . . . . . . . . . . . . . . . . . . . $ 28
Cost of revenues . . . . . . . . . . . . . . . . . . 5
---------
Gross profit . . . . . . . . . . . . . . . . . . . 23
---------
Operating expenses:
Research and development . . . . . . . . . . . . . 924
Sales and marketing. . . . . . . . . . . . . . . . 233
General and administrative . . . . . . . . . . . . 324
---------
Total operating expenses . . . . . . . . . . . . 1,481
---------
Loss from operations . . . . . . . . . . . . . . . . (1,458)
Interest income. . . . . . . . . . . . . . . . . . . 42
Interest expense . . . . . . . . . . . . . . . . . . --
---------
Net loss . . . . . . . . . . . . . . . . . . . . . . $ (1,416)
---------
---------
The accompanying notes are an integral part of these financial statements.
<PAGE>
SITE/TECHNOLOGIES/INC.
STATEMENT OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Series A Series B
Convertible Convertible
Preferred Stock Preferred Stock Common Stock
Shares Amount Shares Amount Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 . . . . . . 596,000 $ 1 983,296 $ 1 2,250,000 $ 2
Unrealized gain on short-term
investments. . . . . . . . . . . . . . -- -- -- -- -- --
Net loss . . . . . . . . . . . . . . . . -- -- -- -- -- --
------- ---- ------- ---- --------- ----
Balance at December 31, 1996 . . . . . . 596,000 $ 1 983,296 $ 1 2,250,000 $ 2
------- ---- ------- ---- --------- ----
------- ---- ------- ---- --------- ----
<CAPTION>
Additional Unrealized Total
Paid-in Gain on Accumulated Stockholders'
Capital Investments Deficit Equity
<S> <C> <C> <C> <C>
Balance at December 31, 1995 . . . . . . $ 2,845 $ 5 $ (1,150) $ 1,704
Unrealized gain on short-term
investments. . . . . . . . . . . . . . -- (5) -- (5)
Net loss . . . . . . . . . . . . . . . . -- -- (1,416) (1,416)
-------- ----- --------- --------
Balance at December 31, 1996 . . . . . . $ 2,845 $ -- $ (2,566) $ 283
-------- ----- --------- --------
-------- ----- --------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SITE/TECHNOLOGIES/INC.
STATEMENT OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED
DECEMBER 31,
1996
------------
Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . . . . . . . . $ (1,416)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization . . . . . . . . . . 43
Write-off software development costs . . . . . . . 161
Gain realized on available for sale securities . . (5)
Change in assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . (7)
Accounts payable . . . . . . . . . . . . . . . (11)
Accrued expenses. . . . . . . . . . . . . . . . 2
---------
Net cash used in operating activities . . . . (1,233)
---------
Cash flows from investing activities:
Acquisition of property and equipment . . . . . . . (32)
Sale of short-term investments, net . . . . . . . . 1,417
---------
Net cash provided by investing activities . . 1,385
---------
Cash flows from financing activities: --
---------
Net increase in cash and cash equivalents . . . . . . 152
Cash and cash equivalents at beginning of period. . . 22
---------
Cash and cash equivalents at end of period. . . . . . $ 174
---------
---------
<PAGE>
SITE/TECHNOLOGIES/INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY
Site/technologies/inc., formerly known as Libertech, Inc., (the
"Company") develops and markets Windows-based client/server computer
software to help researchers identify and visualize significant patterns
of information in complex collections of electronic data. The Company is
currently marketing electronic publishing and document management
applications of V-Search, the Company's core data-visualizations
technology.
The Company has funded its operating losses since inception through the
sale of equity securities. Management's plans for funding continuing
research and development efforts primarily includes the sale of equity
securities and software license fees. The Company's failure to raise
sufficient capital or to sell its product would unfavorably impact the
Company's ability to continue as a going concern. The accompanying
financial statements have been prepared assuming the Company will
continue as a going concern.
On July 11, 1997, the Company was acquired by DeltaPoint, Inc., whereby
all outstanding Series A and Series B preferred stock and common stock
were exchanged for 550,000 shares of DeltaPoint, Inc. common stock.
REVENUE RECOGNITION
The Company recognizes software license revenue on delivery of the
software and documentation when there are no significant remaining
related obligations. The Company accrues the cost of any insignificant
obligations remaining when software license revenue is recognized.
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 amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
CASH EQUIVALENTS
All highly liquid investments with an original maturity of three months
or less when purchased are considered to be cash equivalents. Cash
equivalents consist principally of bank deposits and money-market
accounts that are stated at cost, which approximates fair value.
<PAGE>
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over an estimated
useful life of five years.
INCOME TAXES
The Company utilizes the asset and liability method of accounting for
income taxes, and accordingly, deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary
differences between the carrying amount and the tax bases of the
Company's assets and liabilities.
SOFTWARE DEVELOPMENT COSTS
Costs incurred in the research and development of new products and
enhancements to existing products are charged to expense as incurred
until the technological feasibility of the product or enhancement has
been established. After establishing technological feasibility, any
additional development costs incurred through the date the product is
available for general release are capitalized and amortized over the
estimated product life. In 1996, the Company wrote-off $161,000 of
software development costs based upon the expected realization of the
costs capitalized.
CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of cash and cash
equivalents. The Company limits its exposure to credit loss by placing
its cash and cash equivalents with major financial institutions.
STOCK-BASED COMPENSATION
The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") and related
interpretations in accounting for its stock-based compensation plans, as
permitted by the Financial Accounting Standards Board's No. 123,
"Accounting for Stock-Based Compensation" ("FAS 123"). Under APB 25,
compensation cost is recognized based upon the difference, if any, on the
date of grant between the fair value of the Company's stock and the
amount an employee must pay to acquire the stock. FAS 123 defines a
"fair value" based method of accounting for an employee stock option or
similar equity instrument and encourages, but does not require, entities
to adopt that method of accounting for their employee stock compensation
plans. The pro forma disclosures of the difference between compensation
cost included in net loss and the related cost measured by the fair value
method are presented in Note 6.
<PAGE>
2. BALANCE SHEET COMPONENTS
DECEMBER 31,
1996
Property and equipment:
Computer and office equipment $ 163,000
Leasehold improvements 39,000
-----------
202,000
Less: Accumulated depreciation (71,000)
-----------
$ 131,000
-----------
-----------
3. INCOME TAXES
No provision or benefit for federal or state income taxes has been
recorded from the Company's inception through December 31, 1996 due to
net operating losses through December 31, 1996. Deferred tax assets,
consisting primarily of the tax effects of net operating loss
carryforwards of approximately $900,000 at December 31, 1996, are fully
reserved due to the uncertainty of its ultimate realization.
At December 31, 1996, the Company has net operating loss carryforwards of
approximately $850,000 for federal and state income tax purposes. These
losses are available to reduce future taxable income and expire in 2011
and 2003 for federal and state tax purposes, respectively. The income
tax benefit from the utilization of net operating loss carryforwards may
be limited in certain circumstances including, but not limited to,
cumulative stock ownership changes of more than 50% over a three year
period.
<PAGE>
4. COMMITMENTS
The Company leases its primary office facility under a noncancelable
operating lease which expires in May 1998. Rent expense for the year
ended December 31, 1996, totaled $80,000.
Future minimum lease payments under noncancelable operating leases are
$38,000 and $3,000 for the years ended December 31, 1997 and 1998,
respectively.
5. CONVERTIBLE PREFERRED STOCK
The Company has authorized 2,000,000 shares of preferred stock, 800,000
of which has been designated Series A Convertible Preferred Stock
("Series A") and 1,000,000 has been designated Series B Convertible
Preferred Stock ("Series B"). The holders of Series A and Series B have
certain rights and privileges as follows:
VOTING
Each share of Series A and Series B has voting rights equal to one share
of common stock on an "as if" converted basis.
LIQUIDATION
In the event of any liquidation, dissolution, winding up or merger where
less than 50% of the voting power is maintained of the Company, the
holders of the Series A and Series B shall be entitled to receive, prior
and in preference to any distribution to the holders of the common stock,
an amount equal to the $1.00 and $2.28 per share, respectively, plus any
declared but unpaid dividends. Any amounts remaining after such
distribution shall be distributed among the holders of Series A and
Series B and common stock on an "as if" converted basis until the holders
of Series A and Series B have received an aggregate liquidation payment
of $2.00 and $4.57, respectively, thereafter any remaining amounts shall
be distributed ratably among the holders of common stock.
DIVIDENDS
Holders of Series A and Series B are entitled to receive non-cumulative
annual dividends of $0.06 and $0.137 per share, respectively, when and if
declared by the Company's Board of Directors. No dividends have been
declared to date.
CONVERSION
Each share of Series A and Series B is convertible at the option of the
holders into one share of common stock at any time, subject to adjustment
for antidilution. Each share of Series A and Series B will be
automatically converted upon an initial public offering of the Company's
common stock with an aggregate proceeds in excess of $10,000,000 and
price per share of not less than $5.00. The Company has reserved
sufficient shares of common stock for issuance upon conversion of the
Series A and Series B.
<PAGE>
6. EMPLOYEE STOCK OPTION PLAN
In 1994, the Company adopted the 1994 Stock Option Plan (the "Plan").
The Plan provides for the granting of stock options to employees and
consultants of the Company. Options granted under the Plan may be either
incentive stock options or nonqualified stock options. Incentive stock
options (ISO) may be granted only to employees (including officers and
directors who are also employees) of the Company. Nonqualified stock
options may be granted to employees and consultants of the Company. The
Company has reserved 250,000 shares of common stock for issuance under
the Plan.
Options under the Plan may be granted for periods of up to ten years and
at prices no less than 85% of the estimated fair value of the shares on
the date of grant as determined by the Board of Directors, provided,
however, that (i) the exercise price of an ISO shall not be less than
100% of the estimated fair value of the shares on the date of grant and
(ii) the exercise price of an ISO granted to a 10% shareholder shall not
be less than 110% of the estimated fair value of the shares on the date
of grant and are for periods not to exceed five years. Options become
exercisable at such times and under such conditions as determined by the
Board of Directors. Options generally vest over five years.
Plan activity is as follows:
OPTIONS OUTSTANDING
WEIGHTED
SHARES AVERAGE
AVAILABLE EXERCISE
FOR GRANT SHARES PRICE
Balance at December 31, 1995 135,000 115,000 $ 0.20
Options granted (86,500) 86,500 $ 0.23
Options canceled 84,000 (84,000) $ 0.23
----------- ----------
Balance at December 31, 1996 132,500 117,500 $ 0.20
----------- ----------
----------- ----------
The 117,500 options outstanding at December 31, 1996 had a weighted
average remaining contractual life of 8.7 years. At December 31, 1996,
there were 44,042 options vested and exercisable with a weighted average
remaining contractual life of 8.8 years and a weighted average exercise
price of $0.15.
The weighted average fair value of options granted was $0.05 per
share for the year ended December 31, 1996.
<PAGE>
FAIR VALUE DISCLOSURES
Had compensation cost for the Plan been determined based on the fair value
of each stock option on its grant date, as prescribed in FAS 123, the
Company's net loss would have been as follows:
YEAR ENDED
DECEMBER 31,
1996
Net loss:
As reported $(1,415,000)
Pro forma $(1,416,000)
The fair value of each option grant is estimated on the date of grant
using the minimum value method with the following assumptions used for
grants during the year ended December 31, 1996: dividend yield of 0.0%; a
risk-free interest rate of 5.5% and a weighted average expected option
term of four years.
Because the determination of the fair value of all options granted after
the Company becomes a public entity will include an expected volatility
factor in addition to the factors described in the preceding paragraph
and because additional option grants are expected to be made each year,
the above pro forma disclosures are not representative of pro forma
effects on option grants of reported net income for future years.
<PAGE>
SITE/TECHNOLOGIES/INC.
CONDENSED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30,
1997
---------
ASSETS
Current assets:
Cash and cash equivalents. . . . . . . . . . $ 43
Accounts receivable, net of allowance for
doubtful accounts of $2 in 1996 8
--------
Total current assets . . . . . . . . . . 51
Property and equipment, net. . . . . . . . . . 63
Deposits and other assets. . . . . . . . . . . 2
--------
$ 116
--------
--------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable . . . . . . . . . . . . . . $ 110
Accrued liabilities. . . . . . . . . . . . . 83
--------
Total current liabilities. . . . . . . . . 193
--------
Stockholders' deficit:
Convertible preferred stock,
$0.001 par value, 2,000,000 shares
authorized:
Series A; 800,000 shares designated;
596,000 shares issued and outstanding. . 1
Series B; 1,000,000 shares designated;
983,296 shares issued and outstanding. . 1
Common stock, $0.001 par value; 20,000,000
shares authorized; 2,250,000 shares issued
and outstanding. . . . . . . . . . . . . . . 2
Additional paid-in capital . . . . . . . . . . 2,845
Accumulated deficit. . . . . . . . . . . . . . (2,926)
--------
Total stockholders' deficit . . . . . . . (79)
--------
$ 116
--------
--------
The accompanying notes are an integral part of these financial statements.
<PAGE>
SITE/TECHNOLOGIES/INC.
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
---------------------
1997 1996
-------- --------
(UNAUDITED)
Net revenues . . . . . . . . . . . . . . . $ 29 $ --
Cost of revenues . . . . . . . . . . . . . 3 --
-------- --------
Gross profit . . . . . . . . . . . . . . 26 --
-------- --------
Operating expenses:
Research and development . . . . . . . . 187 428
Sales and marketing. . . . . . . . . . . 26 102
General and administrative . . . . . . . 136 188
-------- --------
Total costs and expenses . . . . . . . 349 718
-------- --------
Loss from operations . . . . . . . . . . . (323) (718)
Interest income. . . . . . . . . . . . . . 2 31
Interest expense . . . . . . . . . . . . . (1) --
Other (expense) income . . . . . . . . . . (38) 2
-------- --------
Net loss . . . . . . . . . . . . . . . . . $ (360) $ (685)
-------- --------
-------- --------
The accompanying notes are an integral part of these financial statements.
<PAGE>
SITE/TECHNOLOGIES/INC.
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
1997 1996
-------- --------
(UNAUDITED)
Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . . . . $ (360) $ (685)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization. . . . . . 19 22
Loss on disposition of property and
equipment. . . . . . . . . . . . . . . 49 --
Gain realized on available for sale
securities. . . . . . . . . . . . . . . -- (5)
Change in assets and liabilities:
Accounts receivable. . . . . . . . . . (1) --
Other assets . . . . . . . . . . . . . 4 (8)
Accounts payable . . . . . . . . . . . 95 (25)
Accrued expenses . . . . . . . . . . . 63 (7)
------- -------
Net cash used in operating
activities. . . . . . . . . . . . . (131) (708)
------- -------
Cash flows from investing activities:
Acquisition of property and equipment . . . -- (32)
Sale of short-term investments, net . . . . -- 1,417
------- -------
Net cash provided by investing
activities. . . . . . . . . . . . . -- 1,385
------- -------
Cash flows from financing activities. . . . . -- --
------- -------
Net (decrease) increase in cash and cash
equivalents. . . . . . . . . . . . . . . . . (131) 677
Cash and cash equivalents at beginning
of period. . . . . . . . . . . . . . . . . . 174 22
------- -------
Cash and cash equivalents at end of period. . $ 43 $ 699
------- -------
------- -------
<PAGE>
SITE/TECHNOLOGIES/INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited financial information has been prepared by the
Company in accordance with generally accepted accounting principles for
interim financial statements. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted. In
the opinion of management, the accompanying condensed unaudited financial
statements contain all normal, recurring adjustments necessary to present
fairly the Company's financial position as of June 30, 1997 and the results
of operations and cash flows for the six months ended June 30, 1997 and 1996,
which results are not necessary indicative of results on an annual basis.
Such financial statements should be read in conjunction with the financial
statements and related notes contained in the Company's financial statements
for the year ended December 31, 1996.
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The Company consummated the acquisition of Site/technologies/inc. on July
11, 1997. The accompanying Unaudited Pro Forma Balance Sheet for June 30,
1997 includes the Site/technologies/inc. acquisition as if the acquisition
had occurred on June 30, 1997. The accompanying Unaudited Pro Forma Combined
Statement of Operations for the year ended December 31, 1996 and the six
months ended June 30, 1997, includes the historical statement of operations
of the Company and Site/technologies/inc. as if the acquisition had occurred
on January 1, 1996. The unaudited pro forma combined statements of operations
give effect to the Site/technologies/inc. acquisition using the purchase
method of accounting, and are based upon allocation of the
Site/technologies/inc. purchase price, and includes the adjustments described
in the notes set forth below.
The unaudited pro forma combined statements of operations do not purport
to represent what the Company's results of operations would have been had the
Site/technologies/inc. acquisition occurred on the date indicated or for any
future period or date. The pro forma adjustments give effect to available
information and assumptions that the Company believes are reasonable. The
unaudited pro forma combined statements of operations should be read in
conjunction with the Company's historical financial statements and the
historical financial statements of Site/technologies/inc. and the notes
thereto included elsewhere herein.
<PAGE>
DELTAPOINT, INC.
UNAUDITED PRO FORMA CONDENSED
BALANCE SHEET
as of June 30, 1997
(in thousands, except number of shares, unaudited)
<TABLE>
<CAPTION>
As Pro Forma Pro Forma
Reported Adjustments Amounts
---------- ------------- -----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents (Note 2a) . . . . . . $ 1,211 $ (24) $ 1,187
Accounts receivable, net of allowance for
doubtful accounts of $111 & $113 (Note 2b). . 812 8 820
Inventories. . . . . . . . . . . . . . . . . . 117 -- 117
Prepaid expenses and other current assets. . . 485 2 487
-------- ----- --------
Total current assets . . . . . . . . . . . . 2,625 (14) 2,611
Property and equipment, net (Note 2c) . . . . . . 235 67 302
Purchased software. . . . . . . . . . . . . . . . 224 -- 224
Deposits and other assets (Note 2d) . . . . . . . 30 25 55
-------- ----- --------
$ 3,114 $ 78 $ 3,192
-------- ----- --------
-------- ----- --------
LIABILITIES AND SHAREHOLDERS'
DEFICIT
Current liabilities
Accounts payable (Note 2e). . . . . . . . . . . 1,305 38 1,343
Accrued liabilities (Note 2e) . . . . . . . . . 923 35 958
Reserve for returns . . . . . . . . . . . . . . 225 -- 225
Notes payable . . . . . . . . . . . . . . . . . 38 -- 38
-------- ----- --------
Total current liabilities. . . . . . . . . . 2,491 73 2,564
-------- ----- --------
Shareholders deficit:
Preferred Stock, no par value, 4,000,000
authorized, 2,500 shares designated as Series
A, 1,530 shares issued and outstanding . . . . 1,530 -- 1,530
Common Stock, no par value, 25,000,000 shares
authorized, 2,871,873 and 3,421,902 shares
issued and outstanding (Note 2f) . . . . . . . 15,847 505 16,352
Accumulated deficit ( Note 2g). . . . . . . . . (16,754) (500) (17,254)
-------- ----- --------
Total shareholders' deficit. . . . . . . . . (623) 5 (628)
-------- ----- --------
$ 3,114 $ 78 $ 3,192
-------- ----- --------
-------- ----- --------
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Financial Statements
<PAGE>
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>
For The Year Ended For The Six Months Ended
December 31, 1996 June 30, 1997
--------------------------------------------- --------------------------------------------
DeltaPoint Site/technologies DeltaPoint Site/technologies
As As Pro Forma As As Pro Forma
Reported Reported Amounts Reported Reported Amounts
------------ ------------------ --------- ---------- ------------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Net Revenues . . . . . . . . . . . $ 4,950 $ 28 $ 4,978 $ 1,495 $ 29 $ 1,524
Cost of Revenues . . . . . . . . . 1,181 5 1,186 470 3 473
-------- ---------- ---------- --------- -------- ---------
Gross Profit . . . . . . . . . . . 3,769 23 3,792 1,025 26 1,051
Operating Expenses:. . . . . . . .
Sales and marketing. . . . . . . . 4,685 233 4,918 2,241 26 2,267
Research and development . . . . . 2,618 924 3,542 1,347 187 1,534
General and administrative . . . . 1,388 324 1,712 479 136 6,615
-------- ---------- ---------- --------- -------- ---------
8,691 1,481 10,172 4,067 349 4,416
-------- ---------- ---------- --------- -------- ---------
Loss from operations . . . . . . (4,922) (1,458) (6,380) (3,042) (323) (3,365)
Interest income (expense), net . . 74 42 116 (817) 1 (816)
Other income (expense) . . . . . . -- -- -- 771 (38) 733
-------- ---------- ---------- --------- -------- ---------
Net loss . . . . . . . . . . . . . $(4,848) $ (1,416) $ (6,264) $ (3,088) $ (360) $ (3,448)
-------- ---------- ---------- --------- -------- ---------
-------- ---------- ---------- --------- -------- ---------
Net loss per share . . . . . . . . $ (2.17) $ (2.25) $ (1.20) $ (1.10)
-------- ---------- ---------
-------- ---------- ---------
Share and share equivalents used
in per share calculations (1) . . 2,231 2,781 2,571 3,121
-------- ---------- --------- ---------
-------- ---------- --------- ---------
</TABLE>
(1) The shares and share equivalents in the Pro Forma column include 550,029
shares which were issued in the Site/technologies/inc. acquisition
See accompanying notes to Unaudited Pro Forma Condensed Financial Statements
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
1. On July 11, 1997, the Company acquired the shares of
Site/technologies/inc. ("Site") for an aggregate purchase price of
$638,000. The purchase price was comprised of a cash payment of $60,000,
issuance of 550,029 shares of the Company's Common Stock valued at
$721,913 less 30% applicable to the shares to account for the fact that
they will be restricted for a period of time and assumed debt/liabilities
of $73,000. In exchange the Company's received all outstanding assets of
Site. The Company will record the expense related to purchased
in-process technology of approximately $500,000 during the third quarter
of 1997. This amount has been excluded from the pro forma statements of
operations due to its non-recurring nature.
2. The pro forma condensed balance sheet reflects the effects of the
acquisition of Site based upon the fair market value of the acquired
assets and liabilities on July 11, 1997 as if it had been consummated on
June 30, 1997:
a. Decrease in Cash
Cash acquired from Site $ 36,000
Acquisition costs (60,000)
--------
Net decrease in cash $(24,000)
--------
--------
b. Increase in Accounts Receivable is equal to Site's accounts
receivable of $8,000 at 7/11/97 which DeltaPoint acquired.
c. Increase in Property and Equipment is equal to Site's property
and equipment of $67,000 at 7/11/97 which DeltaPoint acquired.
d. Increase in Deposits and Other Assets
Developed Technology $14,000
Goodwill 5,000
Assembled Workforce 6,000
-------
$25,000
-------
-------
e. Increase in Accounts Payable and Accrued Liabilities is equal to
Site's liabilities which DeltaPoint acquired at 7/11/97.
f. Increase in Common Stock is equal to the 550,029 shares of
DeltaPoint's common stock issued at a fair market value of $1.31
per share less a restricted stock discount of 30%.
g. The increase in accumulated deficit reflects a $500,000 write-off for
the portion of the purchase price considered to be in-process
technology costs.
<PAGE>
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DELTAPOINT, INC.
(Registrant)
Dated: September 22, 1997 By: /s/ Jeffrey F. Ait
------------------------------
Name: Jeffrey F. Ait
-----------------------------
Title: Chief Executive Officer
