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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 30, 1998
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Date of Report (Date of earliest event reported)
CyberCash, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-27470 54-725021
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
2100 Reston Parkway, Reston, Virginia 20191
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(703) 620-4200
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
The Company hereby reports the following items related to its acquisition
of ICVerify, Inc. in a transaction accounted for as a purchase. The Company
previously has filed:
- on May 1, 1998 a Current Report on Form 8-K, which disclosed that
the acquisition had been completed,
- on May 27, 1998 an amended Current Report on Form 8-K/A with the
financial statements and pro forma financial information
prescribed by Rule 3-05 of Regulation S-X and Article 11 of
Regulation S-X, and
- on February 5, 1999 an amended Current Report on Form 8-K/A to
further update the unaudited pro forma financial information for
the nine month period ended September 30, 1998.
This Amendment to those Current Reports is being filed to further update the
unaudited pro forma financial information for the year ended December 31, 1998,
the last period for which financial information of the Registrant has been
reported.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Page Number
Unaudited Pro Forma Combined Statements of Operation for the
Year Ended September 30, 1998 F-1
Notes to the Unaudited Pro Forma Combined Statements of Operations F-3
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UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
The following unaudited pro forma combined statements of operations for the year
ended December 31, 1998 gives effect to the acquisition of ICVerify as if it had
occurred on January 1, 1998.
The unaudited pro forma combined statements of operations are based on available
information and on certain assumptions and adjustments described in the
accompanying notes which CyberCash believes are reasonable. The unaudited pro
forma combined statements of operations are provided for informational purposes
only and do not purport to present the results of operations of CyberCash had
the transaction assumed therein occurred on or as of the date indicated, nor is
it necessarily indicative of the results of operations which may be achieved in
the future. The unaudited pro forma combined statements of operations and
related notes should be read in conjunction with the consolidated financial
statements of CyberCash, including the notes thereto, and the financial
statements of ICVerify included in CyberCash's Form 8-K filed on May 27, 1998.
F-1
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CYBERCASH, INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
HISTORICAL HISTORICAL PRO FORMA PRO FORMA
CYBERCASH (a) ICVERIFY (b) ADJUSTMENTS (c) COMBINED
--------------------- ------------------ ------------------- ------------------
<S> <C> <C> <C> <C>
Revenues $ 12,587,603 $ 2,594,086 $ -- 15,181,689
Cost of Revenues 7,775,359 986,645 -- 8,762,004
--------------------- ------------------ ------------------- ------------------
Gross Profit 4,812,244 1,607,441 -- 6,419,685
Costs and expenses:
Research and development 9,029,483 1,102,837 -- 10,132,320
Sales, marketing, general and
administrative 27,540,969 2,600,950 (d) 2,582,028 32,723,947
--------------------- ------------------ ------------------- ------------------
Loss from operations (31,758,208) (2,096,346) (2,582,028) (36,436,582)
Interest and other income and expense 813,760 10,523 -- 824,283
Net loss $ (30,944,448) $ (2,085,823) $ (2,582,028) $ (35,612,299)
--------------------- ================== =================== ------------------
Accrued dividends to Preferred Stockholders (723,064) -- -- (723,064)
--------------------- ------------------
================== ===================
Net Loss available to Common Stockholders (31,667,512) (2,085,823) (2,582,028) (36,335,363)
===================== ================== =================== ==================
Basic and diluted loss per share (e) $ (2.15) $ (2.35)
Weighted average shares outstanding (e) 14,707,723 15,463,887
===================== ==================
</TABLE>
F-2
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CYBERCASH, INC.
NOTES TO THE UNAUDITED PRO FORMA COMBINED STATEMENTS OF
OPERATIONS
(a) Consolidated Statement of Operations for CyberCash for the year ended
December 31, 1998.
(b) Consolidated Statement of Operations for ICVerify for the four months ended
April 30, 1998.
(c) CyberCash acquired ICVerify, Inc. on April 30, 1998 for a purchase price of
approximately $16,250,000 in cash and an aggregate of 2,300,000 shares of
CyberCash's Common Stock. The 2,300,000 shares of the Company's Common Stock
were recorded at $20.50 per share, which represents the closing market price of
CyberCash's Common Stock on April 30, 1998. In addition, CyberCash issued
371,310 options to purchase Common Stock at a weighted average exercise price of
$1.43 related to options previously granted to employees of ICVerify. CyberCash
has recorded these options in accordance with the intrinsic value method of
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees. The purchase price has been allocated to the assets and liabilities
acquired based on the estimated fair values of the assets acquired and
liabilities assumed. The amounts allocated to intangible assets were as follows:
$2,700,000 to developed technology, $1,000,000 to work force, $1,500,000 to
trademarks and trade name and $63,357,859 to goodwill. The intangible assets are
amortized on a straight-line basis over the following lives: developed
technology is amortized over three years, work force is amortized over five
years, trademarks, trade name and goodwill is amortized over ten years.
(d) Represents amortization expense of $2,582,028 related to the intangible
assets acquired in the ICVerify acquisition.
(e) For the pro forma weighted average shares outstanding calculation, the
2,300,000 shares of Common Stock issued to ICVerify Shareholders, discussed
above, have been included as if the acquisition occurred on January 1, 1998. The
371,310 options to purchase Common Stock, discussed above, have been excluded
from the weighted average shares outstanding calculation because the effect of
their inclusion would be antidilutive due to the pro forma combined net loss.
F-3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
CyberCash, Inc.
Date: April 6, 1999 By: /s/ James J. Condon
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James J. Condon
President, Chief Operating Officer and
Chief Financial Officer
