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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 30, 1998
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CYBERCASH, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-27470 54-725021
(State or other (Commission File (I.R.S. Employer)
jurisdiction of Number) Identification
incorporation or No.)
organization)
2100 RESTON PARKWAY
RESTON, VIRGINIA 20191
(Address of principal (Zip Code)
executive offices)
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Registrant's telephone number, including area code: (703) 620-4200
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ITEM 5. OTHER EVENTS
The undersigned Registrant hereby reports the following items related to the
Registrant's acquisition of ICVerify, Inc. in a transaction accounted for as a
purchase. The Registrant filed on May 1, 1998 a Current Report on Form 8-K,
which disclosed that the acquisition had been completed, and filed 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. This Amendment to those Current Reports is being
filed to further update the undaudited pro forma financial information for the
nine month period ended September 30, 1998, the last period for which financial
information of the Registrant has been reported.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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PAGE
NUMBER
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Unaudited Pro Forma Combined Statements of Operation for the
Nine Month Period Ended September 30, 1998 F-1
Notes to the Unaudited Pro Forma Combined Statements of Operations F-3
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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.
CyberCash, Inc.
February 5, 1999 By: /s/ James J. Condon
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James J. Condon
President, Chief Operating Officer and
Chief Financial Officer
1
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UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
The following unaudited pro forma combined statements of operations for the nine
months ended September 30, 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
NINE MONTHS ENDED SEPTEMBER 30, 1998
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HISTORICAL PRO FORMA
HISTORICAL ICVERIFY ADJUSTMENTS PRO FORMA
CYBERCASH (a) (b) (c) COMBINED
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Revenues $ 8,169,621 $ 2,594,086 $ -- 10,763,707
Cost of Revenues 4,958,730 986,645 -- 5,945,375
--------------- ------------ --------------- -------------
Gross Profit 3,210,891 1,607,441 -- 4,818,332
Costs and expenses:
Research and development 6,355,774 1,102,837 -- 7,458,611
Sales, marketing,
general and
administrative 20,518,609 2,600,950 (d) 2,528,596 25,648,155
--------------- ------------ --------------- -------------
Loss from operations (23,663,492) (2,096,346) (2,528,596) (28,288,434)
Interest and other income
and expense 756,334 10,523 -- 766,857
--------------- ------------ --------------- --------------
Net loss $ (22,907,158) $ (2,085,823) $ (2,528,596) $ (27,521,577)
=============== ============ =============== =============
Accrued dividends to
Preferred Stockholders (595,888) -- -- (595,888)
=============== ============ =============== =============
Net Loss available to
Common Stockholders (23,503,046) (2,085,823) (2,528,596) (28,117,465)
=============== ============ =============== =============
Basic and diluted loss per
share (e) $ (1.71) $ (1.91)
=============== =============
Weighted average shares
outstanding (e) 13,756,866 14,753,533
=============== =============
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F-2
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NOTES TO THE UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
(a) Consolidated Statement of Operations for CyberCash for the nine months
ended September 30, 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 $2,528,596 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
