THIS DOCUMENT IS A COPY OF THE FORM 8-K/A FILED ON APRIL 2, 1998 PURSUANT TO A
RULE 201 TEMPORARY HARDSHIP EXEMPTION.
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
Date of Report (Date of earliest event reported):
April 1, 1998 (January 16, 1998)
APPLIED GRAPHICS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-28208 13-3864004
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
28 WEST 23RD STREET, NEW YORK, NY 10010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-929-4111
<PAGE>
This Current Report on Form 8-K/A amends the Current Report on Form 8-K of
Applied Graphics Technologies, Inc. ("AGT") dated January 30, 1998, for purposes
of providing the audited financial statements of Flying Color Graphics, Inc.
("FCG") and the unaudited pro forma financial information.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Flying Color Graphics, Inc.
We have audited the accompanying balance sheet of Flying Color Graphics, Inc.
(the "Company") as of December 31, 1997, and the related statements of income,
stockholders' equity, and cash flows for the year then ended. 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 in accordance with generally accepted auditing standards.
Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1997, and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
March 24, 1998
New York, New York
<PAGE>
FLYING COLOR GRAPHICS, INC.
BALANCE SHEET
DECEMBER 31, 1997
(Dollars in Thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,826
Accounts receivable, less allowances
for doubtful accounts of $120 2,958
Inventories 630
Prepaid expenses 47
----------------
Total current assets 5,461
----------------
OTHER ASSETS 30
----------------
PROPERTY AND EQUIPMENT - Net 5,006
----------------
TOTAL ASSETS $ 10,497
================
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 423
Due to stockholders 369
Accounts payable and accrued expenses 481
Accrued vacation pay and salaries 513
Accrued profit-sharing contribution 230
Other current liabilities 173
----------------
Total current liabilities 2,189
----------------
NONCURRENT LIABLILITES
Long-term debt 1,059
Other liabilities 91
----------------
Total noncurrent liabilities 1,150
----------------
Total liabilities 3,339
----------------
COMMITMENTS - CONTINGENCIES (Notes 6 and 9)
STOCKHOLDERS' EQUITY:
Common stock, no par value -
authorized, 500,000 shares;
issued and
outstanding, 16,800 shares 17
Additional paid-in capital 55
Retained earnings 7,086
----------------
Total stockholders' equity 7,158
----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,497
================
See Notes to Financial Statements
<PAGE>
FLYING COLOR GRAPHICS, INC.
STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1997
(Dollars in Thousands)
NET SALES $ 17,652
COST OF SALES 11,157
----------------
GROSS PROFIT 6,495
SELLING, GENERAL AND ADMINSTRATIVE EXPENSES 3,913
----------------
OPERATING INCOME 2,582
OTHER INCOME (EXPENSE):
Interest expense (172)
----------------
INCOME BEFORE PROVISION FOR INCOME TAXES 2,410
PROVISION FOR INCOME TAXES 56
----------------
NET INCOME $ 2,354
================
See notes to financial statements.
<PAGE>
FLYING COLOR GRAPHICS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1997
(Dollars in Thousands)
Additional
Common Stock Paid-in Retained
Capital Earnings
-------------- -------------- --------------
BALANCE, JANUARY 1, 1997 $ 17 $ 55 $ 6,407
Net Income 2,354
Distributions (1,675)
-------------- -------------- --------------
BALANCE, DECEMBER 31, 1997 $ 17 $ 55 $ 7,086
============== ============== ==============
See notes to financial statements.
<PAGE>
FLYING COLOR GRAPHICS, INC.
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business - Flying Color Graphics, Inc. (the "Company")
provides a variety of services to the graphic arts industry, including:
stripping, contacting, design, color separation, proofing, scitex and
desktop publishing. The Company also performs printing, desktop
training, computer retail sales, and Internet services. The Company has
established locations in Illinois at Pontiac, Bloomington, Champaign
and Downers Grove and in Indiana at Indianapolis.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could
differ from those estimates.
Cash and Cash Equivalents - The Company considers all highly liquid
debt instruments purchased with original maturities of three months or
less to be cash equivalents.
Inventories - Inventories of films, chemistry, paper, ink, and
composition supplies are stated at lower of cost (first-in, first-out)
or current market value. Work-in-process, consisting of labor,
materials, and overhead on partially completed projects is recorded at
cost (specific identification) but not in excess of net realizable
value.
Property and Equipment - Land, buildings and equipment are stated at
cost. Depreciation is computed principally on the straight-line method
over the estimated useful lives of the assets, which generally range
from 3 years to 35 years.
Revenue Recognition - Revenue is recognized at the time projects are
shipped to the customer.
Income Taxes - The Company has elected to be taxed under the provisions
of Subchapter S of the Internal Revenue Code. Under those provisions,
the Company does not pay Federal corporate income taxes on its taxable
income. Instead, the stockholders are liable for individual Federal
taxes on their respective share of the Company's taxable income. For
state income tax purposes, the Company accounts for income taxes under
the provisions of Statement of Financial Accounting Standards ("SFAS")
No. 109, "Accounting for Income Taxes."
New Accounting Pronouncements - In June 1997, the Financial Accounting
Standards Board issued SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information ("SFAS 131"), and SFAS No. 130,
Reporting Comprehensive Income ("SFAS 130"). SFAS 131 establishes
standards for reporting financial and descriptive information for
reportable segments on the same basis that is used internally for
evaluating segment performance and the allocation of resources to
segments. SFAS 130 establishes standards for presenting
nonshareholder-related items that are excluded from net income and
reported as components of stockholders' equity, such as foreign
currency translation. These statements are effective for fiscal years
beginning after December 15, 1997. The adoption of these statements
will not have a material effect on the Company's results of operations
or financial position.
<PAGE>
2. INVENTORY
The components of inventory at December 31, 1997 were as follows:
(Dollars in
Thousands)
Work-in-process $ 373
Raw materials 257
----------------
Total $ 630
================
3. PROPERTY, PLANT AND EQUIPMENT
The components of property, plant and equipment at December 31, 1997
were as follows:
(Dollars in
Thousands)
Land $ 210
Building and building improvements 1,547
Machinery and trucks 8,976
Autos and trucks 286
----------------
11,019
Less accumulated depreciation 6,013
----------------
Total $ 5,006
================
4. DUE TO STOCKHOLDERS
The Company occasionally borrows funds from its various stockholders in
the form of notes. These notes are due upon demand, are unsecured, and
bear interest at market rates. Prior to July 1997, the annual interest
rate was 8%. In July 1997, the annual interest rate was increased to
9.75% by mutual agreement of the stockholders and the Company. During
1997, the Company paid $31,000 in interest on demand notes to
stockholders. At December 31, 1997, the balance of accrued interest was
$7,000.
5. LONG-TERM DEBT
Long-term debt consists of the following:
(Dollars in
Thousands)
7.25% - 9.00% Variable interest
rate note due 1998 - 2004 $ 623
8.75% - 9.25% fixed rate notes due 1999 859
----------------
Total 1,482
Less current portion 423
----------------
Total long-term debt $ 1,059
================
Aggregate maturities principal payments on long-term debt as of
December 31, 1997 are as follows:
(Dollars in
Thousands)
1998 $ 423
1999 166
2000 138
2001 149
2002 164
Thereafter 442
----------------
$ 1,482
================
Based on borrowing rates currently available for debt with similar
terms and average maturities, the fair value of long-term debt,
including the current portion, at December 31, 1997 is $1,389.
6. LEASE COMMITMENTS
Operating Leases- Such lease commitments are primarily for facilities
and equipment. Certain facility leases provide for rent adjustments
relating to changes in real estate taxes and other operating leases.
The approximate minimum rental commitment at December 31, 1997 under
noncancelable leases is as follows:
(Dollars in
Thousands)
Year Ended December 31
1998 $ 125
1999 73
2000 63
2001 66
2002 and thereafter 64
----------------
$ 391
================
The total rental expense included in the income statement for the year
ended December 31, 1997 is $126,000.
7. EMPLOYEE BENEFIT PLANS
The Company, has established a profit-sharing plan and trust covering
both nonbargaining employees and collective bargaining employees. The
amount of the contributions to the plan is at the discretion of the
Company's Board of Directors. For the year ended December 31, 1997, the
Board has approved a contribution of $230,000 for the plan. The Company
also has a 401(k) employee contribution only plan. All eligible
employees are allowed to make pretax contributions to the plan.
8. INCOME TAX EXPENSE
The Company has elected to be taxed as an S-Corporation which provides
that, in lieu of corporate Federal and certain state income taxes, the
stockholders are taxed on their proportionate share of the Company's
taxable income. The provision for the Illinois state taxes for the year
ended December 31, 1997 is $56,000.
9. COMMITMENTS AND CONTINGENT LIABILITIES
The Company is contingently liable as a result of transactions arising
in the ordinary course of business and is involved in certain legal
proceedings in which damages and other remedies are sought. In the
opinion of Company management, after review with counsel, the ultimate
resolution of these matters will not have a material effect on the
Company's financial statements.
10. CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash equivalents
and trade receivables. The Company maintains cash balances and cash
equivalents with high credit quality financial institutions and limits
the amount of credit exposure to any one financial institution. The
Company provides credit to customers on an uncollateralized basis after
evaluating customer credit worthiness. The Company has two customers
that comprise 17.7% and 16.7%, respectively, of its total sales for the
year ended December 31, 1997. The Company's customers are concentrated
within the midwest region of the United States and are concentrated in
the publishing, printing and catalog retailing businesses.
11. SUBSEQUENT EVENT
In January 1998, Applied Graphics Technologies, Inc. ("AGT"), a
prepress company, acquired substantially all of the assets and assumed
certain liabilities of the Company for approximately $22 million. The
purchase price was paid for with approximately $18.9 million in cash
and 68,103 shares of AGT's common stock.
<PAGE>
(b) Pro forma financial information.
APPLIED GRAPHICS TECHNOLOGIES, INC.
PRO FORMA FINANCIAL INFORMATION
(Unaudited)
The pro forma consolidated balance sheets, as of December 31, 1997, are
presented as if the acquisition of Flying Color Graphics, Inc ("FCG"), which was
consummated on January 16, 1998, and the proposed merger with Devon Group, Inc.
("Devon") (the "Merger") (collectively, the "business combinations") had
occurred on December 31, 1997.
The pro forma consolidated statements of operations for the year ended
December 31, 1997, are presented as if the business combinations had occurred on
January 1, 1997, and also includes the receipt and related use of proceeds from
an offering of Applied Graphics Technologies, Inc. ("AGT") Common Stock in
September 1997 (the "1997 Offering") to the extent used to fund the business
combinations.
The business combinations have been accounted for using the purchase method
of accounting. Accordingly, assets acquired and liabilities assumed have been
recorded at their estimated fair values that are subject to further refinement,
including appraisals and other analyses, with appropriate recognition given to
the effect of current interest rates and income taxes. Management does not
expect that the final allocation of the purchase price for the acquisition will
differ materially from the preliminary allocations.
The pro forma consolidated financial information does not purport to
present the financial position or results of operations of AGT had the
transaction and events assumed therein occurred on the dates specified, nor are
they necessarily indicative of the results of operations that may be achieved in
the future. The pro forma consolidated statements of operations do not reflect
potential cost savings and revenue enhancements that management believes may be
realized following the business combinations. No assurances can be made as to
the amount of cost savings or revenue enhancements, if any, that actually will
be realized.
The pro forma consolidated financial information is based on certain
assumptions and adjustments described in the Notes to Pro Forma Financial
Information and should be read in conjunction therewith and with the financial
statements and related notes of AGT included in its 1997 Annual Report on Form
10-K and the financial statements and related notes of FCG included elsewhere
herein.
<PAGE>
<TABLE>
APPLIED GRAPHICS TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 1997
(Dollars in Thousands)
(Unaudited)
<CAPTION>
Pro Forma
Historical Pro Forma Pro Forma Pro Forma Consolidated
--------------------- Adjustments Consolidated Historical Adjustments (AGT, FCG
AGT FCG (FCG) (AGT and FCG) Devon (Devon) and Devon)
--------- -------- ------------ -------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Marketable
Securities $102,734 $ 1,826 $(18,913)(A) $ 85,647 $ 54,163 $ (80,000)(C) $ 27,125
(27,685)(C)
(5,000)(C)
Trade Accounts Receivable - net 43,025 2,958 45,983 58,939 104,922
Inventory 6,234 630 6,864 28,182 35,046
Other current assets 16,458 47 16,505 8,583 11,074 (C) 36,162
--------- -------- ------------ ------------ --------- ----------- -----------
Total current assets 168,451 5,461 (18,913) 154,999 149,867 (101,611) 203,255
Property, Plant and
Equipment - net 31,020 5,006 36,026 29,003 65,029
Intangible Assets - net 22,229 14,899 (A) 37,128 9,226 310,010 (C) 356,364
Other Non-Current Assets 3,093 30 3,123 6,254 9,377
--------- ------- ------------ ------------ --------- ------------ -----------
TOTAL ASSETS $224,793 $10,497 $(4,014) $ 231,276 $194,350 $ 208,399 $ 634,025
========= ======== ============ ============ ========= ============ ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current Liabilities $ 37,283 $ 2,189 $500 (A) $ 39,972 $ 29,235 $ 9,000 $ 78,207
Long-Term Liabilities 2,823 1,059 (656) (A) 3,226 2,901 140,765 146,892
Other 1,190 91 1,281 5,083 (5,000)(C) 1,364
Stockholders' Equity (N) 183,497 7,158 3,300 (A) 186,797 157,131 220,765 407,562
(7,158)(B) (157,131)(D)
--------- -------- ------------ ------------ --------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS'EQUITY $224,793 $10,497 $(4,014) $ 231,276 $ 194,350 $ 208,399 $ 634,025
========= ======== ============ ============ ========== =========== ===========
<FN>
See Notes to Pro Forma Financial Information
</FN>
</TABLE>
<PAGE>
<TABLE>
APPLIED GRAPHICS TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 1997
(Dollars in Thousands, Except Per-Share Data)
(Unaudited)
<CAPTION>
Pro Forma
Historical Pro Forma Pro Forma Pro Forma Consolidated
---------------------- Adjustments Consolidated Historical Adjustments (AGT, FCG
AGT FCG (FCG) (AGT and FCG) Devon (Devon) and Devon)
---------- -------- ----------- -------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $ 184,993 $ 17,652 $ 202,645 $ 240,131 $ $ 442,776
--------- ------- -------------- -------- ----------- ------------
Gross Profit 64,975 6,495 71,470 101,505 172,975
--------- ------- -------------- -------- ----------- ------------
Selling, general and
administrative expenses 39,442 3,899 43,341 67,508 110,849
Other 2,487 2,487 2,487
Amortization of
intangibles 737 14 $ 372 (E) 1,123 641 7,750 (I) 9,514
---------- ------- ---------- -------------- -------- ----------- ------------
Total operating
expenses 42,666 3,913 372 46,951 68,149 7,750 122,850
---------- ------- ---------- -------------- -------- ----------- ------------
Operating Income 22,309 2,582 (372) 24,519 33,356 (7,750) 50,125
Other income (expense) 398 (172) (268)(F) (42) 1,765 (9,150)(J) (8,561)
(1,134)(K)
---------- ------- ---------- -------------- -------- ----------- ------------
Income before provision
for income taxes 22,707 2,410 (640) 24,477 35,121 (18,034) 41,564
Provision for income taxes 9,140 56 656 (G) 9,852 13,828 (4,139)(L) 19,541
---------- ------- ---------- -------------- -------- ----------- ------------
Net income from
continuing operations $ 13,567 $ 2,354 $(1,296) $ 14,625 $ 21,293 $ (13,895) $ 22,023
========== ======= ========== ============== ======== =========== ============
Earnings per common share:
Basic $ 0.88 $ 0.92 $ 1.02
========== ============== =============
Diluted $ 0.83 $ 0.87 $ 0.98
========== ============== =============
Weighted average number of
common shares:
Basic 15,475,000 377,000 (H) 15,852,000 5,721,000(M) 21,573,000
========== =========== ============== =========== =============
Diluted 16,430,000 377,000 (H) 16,807,000 5,721,000(M) 22,528,000
========== =========== ============== =========== =============
<FN>
See Notes to Pro Forma Financial Information
</FN>
</TABLE>
<PAGE>
APPLIED GRAPHICS TECHNOLOGIES, INC.
NOTES TO PRO FORMA FINANCIAL INFORMATION
A. Acquisition of FCG:
AGT acquired FCG for the following
consideration ($000's):
Cash consideration paid $18,913
Issuance of approximately 68,100 shares
of AGT Common Stock 3,300
Estimated transaction costs directly
identified with the acquisition 500
--------
Total acquisition cost $ 22,713
Fair value of net assets acquired:
Historical net assets of FCG 7,158
Elimination of certain liabilities
not assumed 656
Fair value of net assets acquired -------- 7,814
--------
Excess of cost over fair value on
net assets acquired $ 14,899
========
B. The Pro Forma Adjustments (FCG) include the elimination of stockholders'
equity of FCG ($7.2 million).
C. The Merger:
AGT will acquire Devon for the
following consideration ($000's):
Cash $ 80,000
Borrowings under AGT's Revolving
Credit Facilities 140,765
Issuance of approximately 4.4 million
shares of AGT Common Stock 220,765
Estimated transaction costs directly
identified with the Merger 9,000
--------
Total pro forma acquisition cost $450,530
Fair value of net assets acquired:
Historical net assets of Devon $157,131
Fair value adjustments to assets
acquired and liabilities assumed:
Cash paid related to stock option
buy back (27,685)
Deferred tax benefit related to
stock buy back 11,074
Fair value of net assets acquired --------- 140,520
Excess of cost over fair value of ----------
net assets acquired $310,010
==========
The Pro Forma Adjustments (Devon) also include the payment of $5
million of cash, pursuant to the Merger Agreement, for certain recorded
liabilities of Devon to be paid on or prior to the consummation of the
Merger.
D. The Pro Forma Adjustments (Devon) include the elimination of stockholders'
equity of Devon ($157.1 million).
E. The Pro Forma Adjustments (FCG) reflect the effects of the increase in
amortization expense due to the increase in goodwill resulting from the
acquisition of FCG. Goodwill related to the FCG acquisition is amortized on a
straight-line basis over the period to be benefited, which is estimated to be
40 years.
F. The Pro Forma Adjustments (FCG) reflect the elimination of interest income of
$268,000 on the portion of the proceeds of the 1997 Offering assumed to have
funded the FCG acquisition.
APPLIED GRAPHICS TECHNOLOGIES, INC.
NOTES TO PRO FORMA FINANCIAL INFORMATION - (Continued)
G. The Pro Forma Adjustments (FCG) to the provision for income taxes are
comprised of ($000's):
Reversal of Historical (Provision) of
AGT $(9,140)
FCG (56)
----------
(9,196)
Pro Forma Provision (i) 9,852
----------
Pro Forma Adjustments $ 656
==========
(i) The pro forma provision for income taxes was computed using pro
forma pre-tax amounts and AGT's effective tax rate of 40.25 %.
H. The Pro Forma Adjustments (FCG) to weighted average number of common shares
consist of the following (000's):
Shares issued as consideration for FCG 68
Shares issued in the 1997 Offering for which the
proceeds are assumed to have funded the FCG acquisition 309
---
Pro Forma Adjustments 377
===
The unaudited Pro Forma Consolidated Statements of Operations are presented
as if the business combinations took place at the beginning of the period
presented; thus, the stock issuance referred to above is considered
outstanding as of the beginning of the period presented for purposes of per
share calculations.
I. The Pro Forma Adjustments (Devon) reflect the effects of the increase in
amortization expense due to the increase in goodwill resulting from the
Merger. Goodwill related to the Merger is amortized on a straight-line basis
over the period to be benefited, which is estimated to be 40 years.
J. The Pro Forma Adjustments (Devon) reflect interest expense of $9.2 million on
the $140.8 million of borrowings under AGT's Revolving Credit Facility at an
interest rate of 6.5%, which is the estimated variable rate in effect on the
date of the borrowing. Borrowings represent the estimated amount necessary to
finance the remaining purchase price. The effect on pro forma interest
expense assuming a 1/8% variance in the variable interest rate would be
$176,000.
AGT presently has a revolving credit facility in the amount of $60 million
and a commitment from a financial institution to replace such facility with a
$250 million credit facility. Such commitment will expire June 15, 1998. AGT
is also considering a convertible debt financing which, if obtained, would
affect the amount of Pro Forma Adjustments.
K. The Pro Forma Adjustments (Devon) reflect the elimination of interest income
of $1.1 million on the portion of the proceeds of the 1997 Offering assumed
to have funded the Merger.
L. The Pro Forma Adjustments (Devon) to the provision for income taxes are
comprised of $4.1 million of tax benefits as a result of the increase in
interest expense related to the additional borrowings to fund the Merger and
the elimination of interest income on the portion of the proceeds of the 1997
Offering assumed to have funded the Merger.
APPLIED GRAPHICS TECHNOLOGIES, INC.
NOTES TO PRO FORMA FINANCIAL INFORMATION - (Continued)
M. The Pro Forma Adjustments (Devon) to weighted average number of common shares
consist of the following (000's):
Shares issued as consideration for Devon 4,415
Shares issued in the 1997 Offering for which
the proceeds are assumed to have funded the Merger 1,306
--------
Pro Forma Adjustment 5,721
========
The unaudited Pro Forma Consolidated Statements of Operations are presented
as if the business combinations took place at the beginning of the period
presented; thus, the stock issuance referred to above is considered
outstanding as of the beginning of the period presented for purposes of per
share calculations.
N. Stockholders' equity as of December 31, 1997 consists of the following
($000's):
Pro Forma Pro Forma
Consolidated Consolidated
Historical (FCG) (FCG and Devon)
------------- ----------- ---------------
Preferred stock $ --- $ --- $ ---
Common stock 178 179 223
Additional paid-in-capital 159,627 162,926 383,647
Unrealized investment loss (31) (31) (31)
Retained earnings 23,723 23,723 23,723
============= =========== ===============
Total stockholders' equity $ 183,497 $ 186,797 $ 407,562
============= ============ ===============
<PAGE>
(c) Exhibits.
23. Consent of Deloitte & Touche LLP
<PAGE>
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 thereunto duly authorized.
Dated: April 1, 1998 By: /s/ Louis Salamone, Jr.
Louis Salamone, Jr.
Senior Vice President and
Chief Financial Officer
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-25059 of Applied Graphics Technologies, Inc. on Form S-8 of our report dated
March 24, 1998 relating to the financial statements of Flying Color Graphics,
Inc. appearing in this Form 8-K/A of Applied Graphics Technologies, Inc. filed
on April 1, 1998.
DELOITTE & TOUCHE LLP
New York, NY
March 31, 1998
