SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
ON FORM 8-K
PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of October 16, 1998
earliest event reported):
THE VIALINK COMPANY
(Exact Name of Registrant as Specified
in Its Charter)
Oklahoma
(State of Other
Jurisdiction of
Incorporation)
000-21729 73-1247666
(Commission File (IRS Employer
Number) Identification No.)
13800 Benson Road, Edmond, Oklahoma 73013-6417
(Address of Principal Executive Offices) (Zip Code)
(405) 936-2500
(Registrant's Telephone Number,
Including Area Code)
Applied Intelligence Group, Inc.
(Former Name or Former Address, if
Changed Since Last Report)
Item 7.Financial Statements, Pro Forma Financial Information and
Exhibits
(b) Pro forma financial information
The pro forma consolidated statement of operations included
as Exhibit 99.1 hereto is provided to illustrate the effect
on our historical financial statements of the sale of our
consulting business to The Netplex Group, Inc. effective on
September 1, 1998 as well as the sale of our ijob, Inc.
subsidiary to DCM Company, Inc. effective on December 31,
1998.
For more information on the sale of ijob, Inc., please refer
to our Current Report on Form 8-K dated December 31, 1998.
(c) Exhibits
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No. Description
2.1 Asset Acquisition Agreement dated August 31, 1998
by and between Registrant and The Netplex Group,
Inc. (filed as Appendix A to Registrant's
Definitive 14-C Information Statement dated
October 15, 1998 (the "1998 14-C") and
incorporated herein by reference)
2.2 First Amendment to Asset Acquisition Agreement
dated September 9, 1998 by and between Registrant
and The Netplex Group, Inc. (filed as Appendix A-2
to the 1998 14-C and incorporated herein by
reference)
10.1 Earn-out Agreement dated September 30, 1998 by and
between Registrant and The Netplex Group, Inc.
(filed as Exhibit B to the 1998 14-C and
incorporated herein by reference)
10.2* Administrative Services Agreement dated August 31,
1998 by and between Registrant and The Netplex
Group, Inc.
10.3* Sublease dated September 1, 1998 by and between
Registrant and The Netplex Group, Inc.
10.4* Software Remarketing and Reselling Agreement dated
as of September 1, 1998 by and between Registrant
and The Netplex Group, Inc.
99.1 The following Pro Forma Consolidated Financial Statements of
Registrant:
Unaudited Pro Forma Consolidated Statement of
Operations for the Year Ended December 31,
1998
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* Previously filed as Exhibits to this Current Report on
Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE VIALINK COMPANY
(formerly Applied Intelligence
Group, Inc.)
Dated: March 17, 1999
By: /s/ John M. Duck
John M. Duck,
Vice President and Chief Financial
Officer
(principal financial and accounting
officer)
EXHIBIT INDEX
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No. Description
2.1 Asset Acquisition Agreement dated August 31, 1998
by and between Registrant and The Netplex Group,
Inc. (filed as Appendix A to Registrant's
Definitive 14-C Information Statement, dated
October 15, 1998 (the "1998 14-C") and
incorporated herein by reference)
2.2 First Amendment to Asset Acquisition Agreement
dated September 9, 1998 by and between Registrant
and The Netplex Group, Inc. (filed as Appendix A-2
to the 1998 14-C and incorporated herein by
reference)
10.1 Earn-out Agreement dated September 30, 1998 by and
between Registrant and The Netplex Group, Inc.
(filed as Exhibit B to the 1998 14-C and
incorporated herein by reference)
10.2* Administrative Services Agreement dated August 31,
1998 by and between Registrant and The Netplex
Group, Inc.
10.3* Sublease dated September 1, 1998 by and between
Registrant and The Netplex Group, Inc.
10.4* Software Remarketing and Reselling Agreement dated
as of September 1, 1998 by and between Registrant
and The Netplex Group, Inc.
99.1 The following Pro Forma Consolidated Financial
Statements of Registrant:
Unaudited Pro Forma Consolidated Statement of
Operations for the Year Ended December 31,
1998
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* Previously filed as Exhibits to this Current Report on
Form 8-K.
EXHIBIT 99.1
THE VIALINK COMPANY (formerly Applied Intelligence Group,Inc.)
Unaudited Pro Forma Consolidated Statement of Operations
The accompanying unaudited pro forma consolidated statement
of operations is provided to illustrate the effect of the sale of the
consulting business of The viaLink Company (formerly Applied Intelligence
Group, Inc.) ("viaLink") to The Netplex Group, Inc. and the sale of the
viaLink's wholly-owned subsidiary, ijob, Inc., to DCM Company, Inc. on
the historical financial statements of viaLink, as if these sales had
occurred, for statement of operations purposes on January 1, 1998. The
unaudited pro forma consolidated statement of operations is not necessarily
indicative of operating results which would have been achieved had the
sales been consummated as of the beginning of the period presented and
should not be construed as representative of future operations. The
unaudited pro forma adjustments described in the accompanying notes are
based on available information and certain assumptions that viaLink believes
are reasonable. These unaudited pro forma financial statements should be
read in conjunction with viaLink's Annual Report on Form 10-KSB for the
year ended December 31, 1998.
THE VIALINK COMPANY (formerly Applied Intelligence Group, Inc.)
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Twelve Months Ended December 31, 1998 (unaudited)
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Pro Forma
Adjustments Pro Forma
Consulting Pro Forma Adjustments Pro Forma
December Business December ijob December
31, 1998 Sale 31, 1998 Sale 31, 1998
---------- ----------- ----------- ----------- ----------
Revenues $8,230,628 $ 6,831,916(a) $ 1,398,712 $ 666,125(j) $ 732,587
Expenses:
Direct cost
of sales 1,563,757 (1,563,757)(b) - - -
Salaries and
benefits 5,256,247 130,000 (c) 2,822,971 (535,570)(k) 2,287,401
2,563,276)(d)
Selling, general
and
admini-
strative 1,964,180 (662,505)(e) 1,036,675 (269,196)(i) 767,479
(265,000)(f)
Interest
expense, net 161,355 (161,355)(g) - - -
Depreciation
and
amortization 925,134 (255,569)(h) 669,565 (56,553)(m) 613,012
---------- ----------- ----------- --------- ---------
Total
Expenses 9,870,673 (5,341,462) 4,529,211 (861,319) 3,667,892
---------- ----------- ----------- --------- ---------
Loss from
Operations (1,640,045) 1,490,454 (3,130,499) (195,194) (2,935,305)
Gain on sale
of assets 2,998,453 - 2,998,453 - 2,998,453
Other
income 340,670 (766,000)(i) 1,106,670 - 1,106,670
---------- ----------- ----------- -------- ----------
Income (loss)
before
income
taxes 1,699,078 724,454 974,624 (195,194) 1,169,818
Provision
(benefit) for
income
taxes 1,049,440 - 1,049,440 - 1,049,440
---------- ----------- ----------- --------- ----------
Net income
(loss) 649,638 724,454 (74,816) (195,194) 120,378
Other comprehensive loss:
Unrealized
loss on
securities (315,673) - (315,673) - (315,673)
---------- ----------- ----------- --------- ----------
Comprehensive
income
(loss) $ 333,965 $ 724,454 $ (390,489) $(195,194) $ (195,295)
========== =========== =========== ========= ==========
Weighted average shares
outstanding-
Basic 2,741,041 2,741,041 2,741,041
========== =========== ==========
Net income (loss) per
common share-
Basic $ 0.24 $ (0.03) $ 0.04
========== =========== ==========
Weighted average common
shares outstanding-
Diluted 3,102,443 2,741,041 3,102,443
========== =========== ==========
Net income (loss) per
common share-
Diluted $ 0.21 $ (0.03) $ 0.04
========== =========== ==========
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The accompanying notes are an integral part of this pro forma
consolidated financial statement.
THE VIALINK COMPANY (formerly Applied Intelligence Group, Inc.)
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
December 31, 1998
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(a) This adjustment eliminates the revenue directly related to the
consulting business of the Company which was acquired by The Netplex
Group, Inc. on September 1, 1998.
(b) This adjustment eliminates the direct cost of revenue associated
with the product and solutions revenue of viaLink's consulting
business.
(c) This adjustment accrues the estimated salary for the new CEO of
viaLink.
(d) The adjustment eliminates the direct and indirect payroll, taxes
and benefits and contract labor expenses associated with viaLink's
consulting business.
(e) This adjustment eliminates the direct and indirect selling,
general and administrative expenses associated with viaLink's
consulting business.
(f) This adjustment reduces selling, general and administrative
expenses for amounts that Netplex would have paid to viaLink under the
Sub-lease and the Administrative Services Agreement had the sale of
viaLink's consulting business been effective January 1, 1998.
(g) This adjustment eliminates interest expense because the proceeds
of the sale would have paid the viaLink's credit facility and
shareholder notes at January 1, 1998.
(h) This adjustment eliminates the depreciation and amortization of
the fixed assets and capitalized software development costs that were
acquired by Netplex in the purchase of viaLink's consulting business.
(i) This adjustment records the income that would have been received
under the Earn-out Agreement with Netplex effective January 1, 1998.
(j) This adjustment eliminates the revenue directly related to ijob,
Inc. which was acquired by DCM Company, Inc. on December 31, 1998.
(k) This adjustment eliminates the direct and indirect payroll, taxes
and benefits and contract labor expenses associated with ijob, Inc.
(l) This adjustment eliminates the direct and indirect selling,
general and administrative expenses associated with ijob, Inc.
(m) This adjustment eliminates the depreciation and amortization of
the fixed assets and capitalized software development costs that were
associated with ijob, Inc.
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