<PAGE>
- --------------------------------------------------------------------------------
U.S. 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
October 28, 1999
Date of Report (Date of earliest event reported)
Commission file number : 0-27556
Network Event Theater, INC.
(Name of Small Business Issuer in Its Charter)
Delaware 13-864111
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
529 Fifth Avenue, New York, NY
10017
(Address of Principal Executive Offices) (Zip code)
212-622-7300
(Issuer's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
(a) Financial Statements of Business Acquired
1. The audited financial statements of Invino Corporation for
the year ended December 31, 1998.
2. The unaudited interim financial statements of Invino
Corporation as of September 30,1999 and for the nine months
ended September 30, 1999 and 1998.
(b) Pro Forma Information
o Unaudited Pro Forma Combined Statement of Operations for the Twelve
Months Ended June 30, 1999.
o Unaudited Pro Forma Combined Statement of Operations for the Three
Months Ended September 30,1999.
o Unaudited Pro Forma Combined Balance Sheet at September 30, 1999
o Notes to Unaudited Pro Forma Combined Statements of Operations and
Balance Sheet
(c) Exhibits
23.1 Consent of PricewaterhouseCoopers LLP
<PAGE>
INVINO CORPORATION
(A Development Stage Enterprise)
FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 21,1998
(DATE OF INCEPTION) TO DECEMBER 31,1998
<PAGE>
[Letterhead of PricewaterhouseCoopers]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Invino Corporation:
In our opinion, the accompanying balance sheet and the related statements of
operations, of stockholders' equity and of cash flows present fairly, in all
material respects, the financial position of Invino Corporation ( a development
stage enterprise) at December 31, 1998, and the results of its operations and
its cash flows for the period from January 21, 1998 (date of inception) to
December 31, 1998 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 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 is a development stage enterprise and requires
additional financing. These circumstances raise substantial doubt about the
Company's 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.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
June 30, 1999
<PAGE>
INVINO CORPORATION
(A Development Stage Enterprise)
BALANCE SHEET
December 31, 1998
ASSETS
Current assets:
Cash $364,407
Prepaid expenses and other current assets 5,496
-----
Total current assets 369,903
Property and equipment, net (Note 3) 43,880
------
Total assets $413,783
--------
LIABILITIES AND STOCKHOLDERS'EQUITY
Current liabilities:
Accounts payable 14,747
Accrued expenses 18,353
------
33,100
Commitments (Note 4)
Stockholders' equity (Notes 6 and 8):
Series A Preferred Stock, $0.001 par value,
1,000,000 shares authorized;
43,653 shares issued and outstanding,
liquidation preference $650,000 650,000
Common stock, $0.001 par value;
7,500,000 shares authorized;
2,000,000 shares issued and outstanding 2,000
Deficit accumulated during the development stage (86,117)
--------
565,883
Less receivable from stockholders 185,200
-------
Total stockholders' equity 380,683
-------
Total liabilities and stockholders' equity $413,783
========
<PAGE>
INVINO CORPORATION
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
for the period from January 21, 1998 (date of inception) to December 31, 1998
Cost and expenses:
Selling, general and administrative $ 53,294
Research and development 31,023
------
Net loss $(84,317)
=========
<PAGE>
INVINO CORPORATION
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period from January 21, 1998 (date of inception) to December 31, 1998
<TABLE>
<CAPTION>
Series A Preferred Stock Common Stock Deficit
-------------------------- ------------------- Accumulated
Receivable during the Total
Number of Number of from Development Stockholders'
Shares Amount Shares Amount Shareholders Stage Equity
------ ------ ------ ------ ------------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Issuance of common stock 200,000 $ 200 $ (200)
Adjustment for 10-for-1 stock split 1,800,000 $ 1,800 $ (1,800)
(Note 8)
Issuance of Series A Preferred Stock 43,653 $ 650,000 $ (185,000) $ 465,000
Net loss for the period from
January 21, 1998 (date of
inception) to December 31, 1988 $ (84,317) $ (84,317)
----------- ----------
Balance at December 31, 1998 43,653 $ 650,000 2,000,000 $ 2,000 $ (185,200) $ (86,117) $ 380,683
======= =========== ========= ======== =========== =========== ==========
</TABLE>
<PAGE>
INVINO CORPORATION
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
for the period from January 21, 1998 (date of inception) to December 31, 1998
Cash flows from operating activities:
Net loss $(84,317)
Adjustments to reconcile net loss to net cash
used in operating activities: 2,831
Depreciation
Changes in operating assets and liabilities:
Increase in prepaid expenses and
other current assets (5,496)
Increase in accounts payable 14,747
Increase in accrued expenses 18,353
---------
Net cash used in operating activities (53,882)
---------
Cash flows from investing activities:
Purchase of property and equipment (46,711)
---------
Cash flows from financing activities:
Proceeds from issuance of preferred stock 465,000
--------
Net increase in cash and cash equivalents 364,407
========
Cash, beginning of period - 0 -
--------
Cash, end of period $364,407
========
<PAGE>
INVINO CORPORATION
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
1. Nature of Business:
Invino Corporation (the "Company") was incorporated in the State of
Delaware on January 21, 1998. The Company provides enterprisewide
messaging solutions software to help companies and educational
institutions improve communication within their organizations.
Since its inception, the Company has devoted substantially all of its
efforts to establishing its business, raising capital, developing
software, and marketing. Accordingly, through the date of these
financial statements, the Company is considered to be a development
stage enterprise.
The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates continuity of
operations, realization of assets and the satisfaction of liabilities
in the normal course of business. However, the Company continues to be
a development stage enterprise with a cumulative loss of $84,317 from
January 21, 1998 (date of inception) to December 31, 1998. The
Company's plans indicate that it will need to obtain additional
financing during 1999. These circumstances raise substantial doubt
about the Company's ability to continue as a going concern. The
Company's continued existence is dependent on its ability to obtain
additional financing and achieve its 1999 operating plan which includes
successful development and release of its initial products in 1999. The
Company plans to obtain additional financing as needed to continue
operations, including the development and marketing of its initial
products.
There can be no assurance that the Company will achieve its 1999
operating plan or that it will be able to obtain additional financing
to provide the liquidity necessary for the Company to continue its
operations. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
2. Summary of Significant Accounting Policies:
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, disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed
using the straight-line method based on the estimated useful lives of
the assets as follows
Computer equipment 3 years
Furniture and fixtures 5 years
<PAGE>
INVINO CORPORATION
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS, CONTINUED
The costs of additions and improvements are capitalized, while
expenditures for maintenance and repairs are charged to
expense as incurred. Upon retirement or sale, the cost of the
disposed assets and the related accumulated depreciation are
removed from the accounts, and any resulting gain or loss is
credited or charged to income.
Other Current Assets
Other assets include a rental lease deposit for a building.
Research and Development and Software Development Costs
Research and development expenditures are expensed as
incurred. Software development costs incurred subsequent to
the establishment of technological feasibility are capitalized
and amortized to cost of software. Costs incurred by the
Company qualifying for capitalization have been insignificant.
Income Taxes
Deferred tax assets and liabilities are determined based on
the difference between the financial statement and tax basis
carrying amounts of assets and liabilities using current
statutory rates. A valuation reserve against deferred tax
assets is recorded if, based upon weighted available evidence,
it is more likely than not that some or all of the deferred
tax assets will not be realized.
3. Property and Equipment:
Property and equipment at December 31, 1998 consist of the following:
Computer equipment $43,966
Furniture and fixtures 2,745
------
46,711
Accumulated depreciation and amortization (2,831)
-------
Property and equipment, net $43,880
=======
Depreciation expense was $2,831 for the year ended December 31,
1998.
4. Commitments:
Operating Leases
In November 1998, the Company entered into a thirty-six month operating
lease for office space in Cambridge, Massachusetts. Future minimum
lease payments under this operating lease are $32,972 per year through
December 31, 2000, and $30,225 for the year 2001.
Rental expense was approximately $8,300 for the year ended December 31,
1998.
<PAGE>
INVINO CORPORATION
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS, CONTINUED
5. Income Taxes:
No provision for income taxes is recorded due to the Company's net
loss. The deferred tax asset has been fully reserved due to the
uncertainty of realization as the Company is a development stage
enterprise with net losses to date. Components of the net deferred tax
asset at December 31, 1998 are as follows:
Net operating loss and credit carryforwards $ 14,000
Start-up/organizational costs 20,000
34,000
Valuation allowance (34,000)
------
Net deferred tax asset -
======
At December 31, 1998, the Company had net operating loss carryforwards
for federal income tax purposes of approximately $30,000, which begin
to expire in 2018. The Company also has available research and
development credits for federal and state income tax purposes of
approximately $1,200 and $600, respectively, which begin to expire in
2018. However, changes in the Company's ownership, as defined in the
Internal Revenue Code, may limit the Company's ability to utilize the
net operating loss and tax credit carryforwards.
6. Stockholders' Equity:
The Company has authorized the issuance of 8,500,000 shares of all
classes of capital stock, consisting of 7,500,000 shares of Common
Stock with a par value of $0.001 per share ("Common Stock"), and
1,000,000 shares of Series A Preferred Stock with a par value of $0.001
per share ("Preferred Stock").
Preferred Stock
In 1998, the Company issued 43,653 shares of Preferred Stock at $14.89
per share in exchange for $465,000 of cash and receivables of $185,000
which were paid on January 5, 1999. Pursuant to the amended certificate
of incorporation, the relative rights and preferences of the Preferred
Stock are as follows:
Each holder of Preferred Stock shall be entitled to the number
of votes equal to the number of shares of Common Stock into
which such shares can be converted.
The holders of Preferred Stock are entitled to receive
dividends at the same rate as dividends are paid with respect
to the Common Stock into which such shares can be converted.
The Company is not obligated to pay such dividends unless
declared by the Board of Directors.
<PAGE>
INVINO CORPORATION
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS, CONTINUED
The holders of Preferred Stock have liquidation preference to
the holders of Common Stock, generally of an amount of $14.89
per share of Preferred Stock, plus all declared and accrued
dividends.
Each share of Preferred Stock shall be convertible, at the
option of the holder, into the number of shares of Common
Stock obtained by multiplying the number of preferred shares
to be converted by $14.89 and dividing by the conversion rate
($1.489 at December 31, 1998). Each share of Preferred Stock
shall automatically convert upon the closing of a public
offering in which the net proceeds are at least $10,000,000
and the price per share of Common Stock is greater than $4.467
per share.
Common Stock
During 1998, the Company issued 200,000 shares of Common Stock, $0.001
per share par value in exchange for notes receivable of $200.
On March 24, 1999 a ten-for-one stock split of the Company's common
stock was effected in the form of a 100 percent stock dividend. In
connection with the stock dividend, $1,800 was transferred to common
stock from deficit accumulated during the development stage.
Pursuant to the amended certificate of incorporation, the relative
rights and preferences of the Common Stock are as follows:
Each holder of Common Stock shall be entitled to one vote for
each share of stock held for the election of directors and on
all matters submitted to a vote of stockholders.
Subject to the preferential rights of the preferred
stockholders, each holder of Common Stock shall be entitled to
receive dividends, when and if declared by the Board of
Directors.
Stock Option Plan
On March 24, 1999, the Board of Directors of the Company approved a
qualified incentive and nonqualified stock option plan. Under this
plan, stock options can be granted to certain key employees and
consultants to purchase shares of Common Stock on a date specified by
the Board of Directors, but not more than ten years from the date of
grant at option prices equal to the fair value, as determined by the
Board of Directors, at the date of grant. The options generally vest at
a rate of 25% on the one-year anniversaries of the grant date over the
four-year vesting term. Incentive stock options granted to employees
who hold greater than 10% of the total voting power of the outstanding
stock shall be granted options at a price not less than 110% of market
value, and the exercise period shall not exceed five years from the
date of the grant. Nonqualified options are granted to employees,
directors, consultants and other advisors to the Company on terms set
forth by the Board of Directors on an individual case basis. The
Company has reserved 350,000 shares of its authorized conunon stock for
issuance under this plan.
<PAGE>
INVINO CORPORATION
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS, CONTINUED
7. Related Party Transactions:
During 1998, an officer of the Company sold the Company computer
equipment valued at $10,500. In addition, the Company reimbursed the
officer for use of office space for business operations until the
Company entered into the lease as described in Note 4. In 1998, the
Company incurred rental expense of $5,500 for the use of this space. As
of December 31, 1998, all reimbursements have been settled; there are
no outstanding payables to executives.
8. Subseguent Events:
During May 1999, the Company issued 3,089 shares of Series A Preferred
Stock at $14.89 per share in exchange for $46,000.
On June 1, 1999, the Company issued 269 shares of Series A Preferred
Stock at $14.89 per share in exchange for $4,000.
<PAGE>
Invino Corporation
Balance Sheet
September 30, 1999
(Unaudited)
ASSETS
Current Assets:
Cash $ 107,341
Prepaid expenses and other current assets 8,995
---------
Total current assets 116,336
Property and equipment, net 54,096
---------
Total assets $ 170,432
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 51,720
Accrued expenses 144,648
---------
Total current liabilities 196,368
Other liabilities 9,565
---------
Total liabilities 205,933
Stockholders' Deficit:
Series A Preferred Stock, $.001 par value,
1,000,000 shares authorized; 47,011 shares issued and
outstanding, liquidation preference $700,000 700,000
Common Stock, $.001 par value; 7,500,000 shares authorized
2,000,000 shares issued and outstanding 2,000
Deficit accumulated during development stage (86,117)
Net Loss (651,384)
---------
Total stockholders' deficit (35,501)
---------
Total liabilities and stockholders' equity $ 170,432
=========
1.
<PAGE>
Invino Corporation
Statements of Operations
For the Nine Months Ended September 30, 1999 and 1998
(Unaudited)
1999 1998
---- ----
Losts and expenses
Selling, general and administrative 383,711 7,498
Research and development 274,240
Total expenses 657,951 7,498
------- -----
Interest income 6,567 -
------- ------
Net Income (651,384) (7,498)
======== ======
<PAGE>
Invino Corporation
Statements of Cash Flows
For the Nine Months Ended September 30, 1999 and 1998
(Unaudited)
1999 1998
---- ----
Cash flows from operating activities
Net loss $ (651,384) $ (7,498)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation & amortization 14,834 -
Change in assets and liabilities
(Increase) decrease in:
Prepaid expenses and other current assets (3,499) -
-------
Increase (decrease) in:
Accounts payable 36,974 5,500
Accrued expenses 126,295
Other liabilites 9,564 11,500
--------- --------
Net cash used in operating activities (467,216) 9,502
Cash flows from investing activities
Purchase of property and equipment (25,050) (10,500)
--------- --------
Net cash used in investing activities (25,050) (10,500)
Cash flows from financing activities
Proceeds from issuance of preferred stock 235,200 25,000
--------- --------
Net cash provided by financing activities 235,200 25,000
Net decrease in cash (257,066) 24,002
Cash - at beginning of period 364,407 -
--------- --------
Cash - at end of period $ 107,341 $ 24,002
========= ========
<PAGE>
1. Organization and Basis of Presentation
Since 1998, Invino Corporation had designed and operated an instant
messaging system whose clients were Universities and Colleges. The
corporate offices had operated in Cambridge, MA.
The accompanying consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for an interim period are not necessarily indicative
of the results that may be expected for the year ended December 31,
1999. For further information, refer to the company's audited financial
statements and footnotes thereto.
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On October 15, 1999 Network Event Theater, Inc (the "Registrant" or the
"Company") acquired Invino Corporation ("Invino") pursuant to an agreement and
plan of merger dated October 15, 1999 among the Registrant, Invino, New Invino,
Inc., a wholly-owned subsidary of the Registrant ("New Invino"), and all the
stockholders of Invino (the "stockholders"). Invino is the developer of an
instant messaging application for the college market, which features the ability
to drag and drop text, audio, video and other types of files into a instant
messaging with groups of people simultaneously. The acquisition was accomplished
by the merger (the "Merger") of New Invino into Invino. The purchase price for
Invino was payable in shares of the Registrant's common stock deemed to have a
value of $9 million, comprised of 167,358 shares issued at the closing and the
balances to be issued in quarterly installments over three years.
Simultaneously with the Merger, the Registrant's affiliate, Common Places, LLC
entered into a three-year employment agreements with Invino's senior
executives--Malay Kundu, Jason Hunter and William B. Tyler, Jr.
The Unaudited Pro Forma Combined Statements of Operations for the twelve months
ended June 30, 1999 and the three months ended September 30, 1999 presents the
combined statements of operations of the Company as if (i) the acquisition of
substantially all of the assets of Invino and (ii) the issuance of common stock
by the Company to Invino had occurred on July 1, 1998. The Unaudited Pro Forma
Combined Balance Sheet at September 30, 1999 presents the balance sheet of the
Company as if the Invino Acquisition had occurred on September 30,1999.
The acquisition has been accounted for using the purchase method of accounting.
The total cost of the acquisition has been allocated to the tangible and
intangible assets acquired and liabilities assumed based on their respective
fair values. The allocation of the purchase price assumed in the unaudited pro
forma consolidated financial statements is preliminary. The Company does not
expect that the final allocation of the purchase price will materially differ
from the preliminary allocation.
The pro forma adjustments are based on available information and on certain
assumptions that the Company believes are reasonable under the circumstances.
The unaudited pro forma combined financial statements should be read in
conjunction with the Company's financial statements and notes thereto, as well
as the financial statements and notes thereto of Invino Corporation. The
unaudited pro forma combined statements of operations are not necessarily
indicative of the results that would have occurred if the Acquisition, and the
issuance of common stock had occurred on the date indicated, nor are they
indicative of the Company's future results of operations.
<PAGE>
Network Event Theater, Inc.
Unaudited Pro Forma Combined Statements of Operations
(In thousands)
<TABLE>
<CAPTION>
Twelve months ended June 30, 1999
Network Event Invino Pro Forma Pro Forma
Theater, Inc. Corporation. (a) Adjustments Combined
------------- ---------------- ----------- --------
<S> <C> <C> <C> <C>
Net Revenues $ 13,266 $ - $ - $ 13,266
Operating Expenses:
Cost of goods sold - - - -
Selling, general and administrative expenses 14,005 350 - 14,355
Corporate expenses 4,510 - - 4,510
Depreciation and amortization 2,186 12 3,000 (b) 5,198
Impairment loss on equipment 825 - 825
-------- -------- -------- --------
Total operating expenses 21,526 362 3,000 24,888
-------- -------- -------- --------
Loss from operations (8,260) (362) (3,000) (11,622)
Equity loss in investment (51) (51)
Interest Income 425 1 - 426
Interest Expense (1,119) - - (1,119)
-------- -------- -------- --------
(Loss) income before provision for income taxes (9,005) (361) (3,000) (12,366)
Provision for income taxes 185 4 - 189
-------- -------- -------- --------
Net (loss) income $ (9,190) $ (365) $ (3,000) $(12,555)
======== ======== ======== ========
Net (loss) income per basic and diluted common share $ (0.72) $ (0.97)
======== ========
Weighted average basic and diluted common
shares outstanding 12,800 167 (C) 12,967
======== ======== ========
</TABLE>
<PAGE>
Network Event Theater, Inc.
Unaudited Pro Forma Combined Statement of Operations
(In thousands)
<TABLE>
<CAPTION>
Three Months ended September 30, 1999
---------------------------------------------------------------
Network Event Invino Pro Forma Pro Forma
Theater, Inc. Corporation Adjustments Combined
------------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
Net Revenues $ 10,361 $ - $ - $ 10,361
Operating Expenses:
Cost of goods sold 1,386 - - 1,386
Selling, general and administrative expenses 6,882 369 - 7,251
Corporate expenses 873 - - 873
Depreciation and amortization 917 7 753 (b) 1,677
-------- -------- -------- --------
Total operating expenses 10,058 376 753 11,187
Loss from operations 303 (376) (753) (826)
Equity loss in investment (792) (792)
Interest Income 227 6 - 233
Other income 150 150
Interest expense (249) - - (249)
-------- -------- -------- --------
(Loss) income before provision for income taxes (361) (370) (753) (1,484)
Provision for income taxes 48 - - 48
-------- -------- -------- --------
Net (loss) income $ (409) $ (370) $ (753) $ (1,532)
======== ======== ======== ========
Net (loss) income per basic and diluted common share $ (0.03) $ (0.09)
======== ========
Weighted average basic and diluted common
shares outstanding 15,929 167 (c) 16,343
======== ======== ========
</TABLE>
<PAGE>
Network Event Theater, Inc.
Unaudited Proforma Combined Balance Sheet
(In Thousands)
<TABLE>
<CAPTION>
September 30,1999
Network Event Invino Pro Forma
Theater Corporation Adjustments Pro Forma
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash Equivalents $ 28,335 107 28,442
Accounts receivable, net 4,247 4,247
Inventory 415 415
Prepaid expenses 1,078 1,078
Deposits and other current assets 713 9 722
--------------- -------------- ---------------- -------------
Total current assets 34,788 116 34,904
Property and equipment, net 5,802 54 5,856
Deferred financing costs, net 679 679
Intangible assets, net 15,925 8,964 (b) 24,889
--------------- -------------- ---------------- -------------
Total assets $ 57,194 170 8,964 66,328
=============== ============== ================ =============
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Accounts payable $ 1,896 52 1,948
Accrued employee compensation 698 698
Other accrued expenses 1,542 144 1,686
Deferred revenues 207 207
Current portion of long-term debt 857 10 867
--------------- -------------- ---------------- -------------
Total current liabilites 5,200 206 5,406
Long-term debt 6,431 6,431
Commitments and contigencies
Payment to Acquisition 5,000 5,000
Stockholders Equity
Preferred stock, $.01 par value, 1,000shares authorized
no shares issued and outstanding
Common stock, $.01 par value, 32,000,000 shares authorized
14,897 shares issued and outstanding 170 2 (b) 172
Additional paid-in capital 73,760 3,998 (b) 77,758
--------------- -------------- ---------------- -------------
Accumulated deficit (28,367) (36) (36) (b) (28,439)
--------------- -------------- ---------------- -------------
Total Stockholders equity 45,563 (36) 3,964 49,491
Total liabilities and stockholders equity 57,194 170 8,964 66,328
=============== ============== ================ =============
</TABLE>
<PAGE>
Notes to Unaudited Pro Forma Combined Statements and Balance Sheet
(a) Reflects the historical statement of operations of Invino Corporation
("Invino"). Invino operated on a calendar year end. The historical statement
of operations included in the unaudited pro forma combined statements of
operations, however, have been prepared on a June 30th fiscal year end basis
based on the unaudited quarterly financial statements of Invino.
(b) To reflect increased amortization from goodwill related to the Invino
acquisition amortized over 3years on a straight-line basis.
Consideration:
Company common stock - 167,358 shares based on
the market price of the Company's common stock
at the date of the Invino acquisition $ 4,000,000
Future issuance of Common Stock 5,000,000
-------------
$ 9,000,000
(c) To reflect the issuance of 167,358 shares of the Company's common stock to
Invino Corporation
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
December 23, 1999 Network Event Theater, Inc.
By: /s/ Harlan D. Peltz
--------------------------------
Harlan D. Peltz
Chairman of the Board
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-71445) and Form S-3 (No. 333-80935) of Network
Event Theater, Inc. of our report dated June 30, 1999 relating to the financial
statements of Invino Corporation, which appears in the Current Report on Form
8-K/A of Network Event Theater, Inc. dated October 28, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 22, 1999
