<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
SEPTEMBER 26, 1996
DNAP HOLDING CORPORATION
(Exact name of Registrant as specified in is charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 0-12177 75-2632242
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
</TABLE>
6701 San Pablo Avenue, Oakland, California 94608
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(510) 547-2395
<PAGE>
Item 7. Financial Statements and Exhibits
---------------------------------
(b) Pro Forma Financial Information
Unaudited pro forma condensed combined financial information of
DNAP Holding Corporation and its subsidiaries filed as a part of
this report:
Unaudited pro forma condensed combined balance sheet as of
June 30, 1996
Unaudited pro forma condensed combined income statement for
the year ended December 31, 1995
Unaudited pro forma condensed combined income statement for
the six months ended June 30, 1996
Notes to unaudited pro forma condensed combined financial
statements
<PAGE>
UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION OF DNAP HOLDING CORPORATION
On September 26, 1996, Bionova Acquisition, Inc. ("Sub"), a Delaware
corporation and a wholly-owned subsidiary of DNAP Holding Corporation (referred
to herein as "DNAP Holding Corporation" or as the "Registrant"), merged with and
into DNA Plant Technology Corporation ("DNAP"), a Delaware corporation (the
"Merger"). Upon consummation of the Merger, (i) DNAP became a wholly-owned
subsidiary of the Registrant, (ii) each outstanding share of DNAP's common
stock, par value $0.01 per share ("DNAP Common Stock"), was converted into 0.10
shares of common stock, par value $0.01 per share, of the Registrant ("DHC
Common Stock"), (iii) each outstanding share of DNAP's $2.25 Convertible
Exchangeable Preferred Stock, par value $0.01 per share ("DNAP Preferred
Stock"), was converted into 0.68375 shares of DHC Common Stock, and (iv) each
outstanding warrant or option to purchase DNAP Common Stock was assumed by the
Registrant and became a corresponding option or warrant to purchase shares of
DHC Common Stock (adjusted in accordance with the exchange ratio set forth
above). Under the Agreement and Plan of Merger relating to the Merger, cash
payments will be made to the former holders of DNAP Common Stock and DNAP
Preferred Stock in lieu of issuing fractional shares of DHC Common Stock.
Set forth below are certain unaudited pro forma condensed combined
financial statements of the Registrant presenting the pro forma effects of the
Merger, assuming that such transaction occurred on the date of the balance sheet
and at the beginning of the year for which results of operations are presented.
The Merger will be accounted for as an acquisition of DNAP by the Registrant
using the purchase method of accounting. The pro forma information is derived
from and should be read in conjunction with (i) the financial statements of DNAP
contained in the Registrant's Form 8-K dated September 26, 1996, which was filed
on October 11, 1996, and (ii) the financial statements of the Registrant
contained in the Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996, which was filed on November 1, 1996 and (iii) the
financial statements of the Registrant and the financial statements of DNAP
contained in the Registrant's Registration Statement on Form S-4 (No. 333-
09975).
The pro forma information is presented for illustrative purposes only and
is not necessarily indicative of the results of operations or financial position
that would have been achieved if the transactions included in the pro forma
adjustments had been consummated in accordance with the assumptions set forth
below, nor is it necessarily indicative of future operating results or financial
position. The pro forma financial statements are based on preliminary estimates
of value and transaction costs. The actual recording of the Merger and related
transactions will be based on final appraisals, values and transaction costs.
Accordingly, the actual recording of the Merger and related transactions can be
expected to differ from these pro forma financial statements.
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 1996
(in thousands of US dollars and thousands of shares)
<TABLE>
<CAPTION>
Historical
-------------------
DNA Plant Bionova Pro Forma Pro Forma
Technology U.S.* Adjustments Combined
---------- ------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.... $ 1,328 $ 1,430 $ 13,280 (b) $ 16,038
Accounts and notes
receivable, net............. 1,716 34,118 (280)(c) 35,554
Inventories.................. 246 9,983 10,229
Assets held for sale......... 97 97
Prepaids and other........... 444 71 515
--------- ------- --------- --------
Total current assets....... 3,831 45,602 13,000 62,433
Note receivable................ 5,000 (5,000)(b)
Property, plant and equipment,
net........................... 2,225 27,958 30,183
Patents and trademarks and
other assets, net............. 486 14,314(a) 14,800
Investment in other companies.. 1,946 1,946
Goodwill....................... 1,425 9,050 5,870(a) 16,345
Deferred income taxes.......... 1,248 1,248
Other assets................... 640 640
--------- ------- --------- --------
Total assets............... $ 9,913 $89,498 $ 28,184 $127,595
========= ======= ========= ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Bank loans and other notes
payable..................... $ $32,852 $ (5,000)(b) $ 27,852
Accounts payable and accrued
liabilities................. 2,797 6,308 1,434 (a)(c) 10,539
Payables to growers.......... 15,964 15,964
Dividend payable............. 2,329 (2,329)(a)
Current portion of long-term
debt........................ 214 598 812
--------- ------- --------- --------
Total current liabilities.. 5,340 55,722 (5,895) 55,167
Deferred revenue and
compensation.................. 594 594
Long-term debt and payables.... 5,598 3,083 8,681
--------- ------- --------- --------
Total liabilities.......... 11,532 58,805 (5,895) 64,442
--------- ------- --------- --------
Minority interest.............. 10,079 10,079
--------- ------- --------- --------
Stockholders' equity:
Preferred stock.............. 14 (14)(a) --
Common stock................. 457 4 (277)(a) 184
Additional paid-in capital... 158,945 32,867 (113,765)(a)(b) 78,047
Deficit...................... (161,035) (12,071) 148,135 (a) (24,971)
Cumulative translation
adjustment.................. (186) (186)
--------- ------- --------- --------
Total stockholders'
equity.................... (1,619) 20,614 34,079 53,074
--------- ------- --------- --------
Total liabilities and
stockholders' equity...... $ 9,913 $89,498 $ 28,184 $127,595
========= ======= ========= ========
Common shares outstanding.... 45,676** 349 18,371***
</TABLE>
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* Name changed to DNAP Holding Corporation upon consummation of merger.
** Upon consummation of the Merger each outstanding share of DNAP Common Stock
will be converted into 0.10 shares of DHC Common Stock.
*** Includes common shares to be distributed upon consummation of the Merger.
See note (d).
See notes accompanying these unaudited pro forma condensed combined financial
statements.
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For Year Ended December 31, 1995
(in thousands of US dollars and thousands of shares, except per share amounts)
<TABLE>
<CAPTION>
Historical
------------------------
DNA Plant Bionova Pro Forma Pro Forma
Technology Subsidiaries* Adjustments Combined
---------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
Revenues:
Produce sales.............. $ 10,074 $191,711 $ $201,785
Other...................... 4,275 5,875 2,500 (1) 12,650
-------- -------- ------ --------
Total revenues........... 14,349 197,586 2,500 214,435
-------- -------- ------ --------
Operating expenses:
Cost of produce sales...... 15,284 162,290 177,574
Research and product devel-
opment.................... 5,880 1,250 (1) 7,130
Selling, general and admin-
istrative................. 5,753 29,183 (800)(2) 34,136
Other...................... 1,717 538 1,598 (3) 3,853
-------- -------- ------ --------
Total operating ex-
penses.................. 28,634 192,011 2,048 222,693
-------- -------- ------ --------
Income (loss) from opera-
tions....................... (14,285) 5,575 452 (8,258)
-------- -------- ------ --------
Interest, net................ (4,940) (4,940)
Foreign exchange loss........ (4,748) (4,748)
Gains on sales of assets..... 239 239
-------- -------- ------ --------
239 (9,688) (9,449)
-------- -------- ------ --------
Income (loss) before income
tax......................... (14,046) (4,113) 452 (17,707)
Income taxes................. (2,320) (4) (2,320)
-------- -------- ------ --------
Loss before minority inter-
est......................... (14,046) (6,433) 452 (20,027)
Minority interests........... 3,049 3,049
-------- -------- ------ --------
Net income (loss)............ (14,046) (3,384) 452 (16,978)
Preferred stock dividends.... (2,343) 2,343 (5)
-------- -------- ------ --------
Net income (loss) applicable
to common stockholders...... $(16,389) $ (3,384) $2,795 $(16,978)
======== ======== ====== ========
Average common shares out-
standing.................... 34,823** 18,371 ***
Net income (loss) per common
share....................... $ (.47) **** $ (.92)
</TABLE>
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* "Bionova Subsidiaries" refers to the companies that became subsidiaries of
DNAP Holding Corporation prior to the Merger.
** Upon consummation of the Merger, each outstanding share of DNAP Common
Stock will be converted into 0.10 shares of DHC Common Stock.
*** Includes common shares to be distributed upon consummation of the Merger.
See note (d).
**** Comparative per share data for the Bionova Subsidiaries is not presented
because the information is not meaningful.
See notes accompanying these unaudited pro forma condensed combined financial
statements.
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For Six Months Ended June 30, 1996
(in thousands of US dollars and thousands of shares,
except per share amounts)
<TABLE>
<CAPTION>
Historical
--------------------------------
DNA Plant Bionova Pro Forma Pro Forma
Technology U.S.* Adjustments Combined
---------- -------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues:
Produce sales............. $ 6,715 $103,538 $110,253
Other..................... 1,536 763 $1,250 (1) 3,549
------- -------- ------ --------
Total revenues.......... 8,251 104,301 1,250 113,802
------- -------- ------ --------
Operating expenses:
Cost of produce sales..... 6,994 84,270 91,264
Research and product
development.............. 2,504 -- 625 (1) 3,129
Selling, general and
administrative........... 3,821 15,388 (563)(2) 18,646
Other..................... 269 799 (3) 1,068
------- -------- ------ --------
Total operating
expenses............... 13,319 99,927 861 114,107
------- -------- ------ --------
Income (loss) from
operations................. (5,068) 4,374 389 (305)
------- -------- ------ --------
Interest, net............... (218) (1,996) (2,214)
Foreign exchange gain....... 590 590
Gains on sales of assets.... 49 49
------- -------- ------ --------
(169) (1,406) (1,575)
------- -------- ------ --------
Income (loss) before income
tax........................ (5,237) 2,968 389 (1,880)
Income taxes................ (1,309) (4) (1,309)
------- -------- ------ --------
Income (loss) before
minority interest.......... (5,237) 1,659 389 (3,189)
Minority interests.......... (1,297) (1,297)
------- -------- ------ --------
Net income (loss)........... (5,237) 362 389 (4,486)
Preferred stock dividends... (1,552) 1,552 (5)
------- -------- ------ --------
Net income (loss) applicable
to common stockholders..... $(6,789) $ 362 $1,941 $ (4,486)
======= ======== ====== ========
Average common shares
outstanding................ 43,264 18,371**
Net income (loss) per common
share...................... $ (.16) *** $ (.24)
</TABLE>
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* Name changed to DNAP Holding Corporation upon consummation of merger.
** Includes common shares to be distributed upon consummation of the Merger.
See note (d).
*** Comparative per share data for DNAP Holding Corporation is not presented
because the information is not meaningful.
See notes accompanying these unaudited pro forma condensed combined financial
statements.
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
For Year Ended December 31, 1995 and the Six Months Ended June 30, 1996
(in thousands of US dollars, except per share amounts)
BALANCE SHEET ADJUSTMENTS
(a) Merger transaction:
Adjustment to reflect the elimination of DNAP stockholders' equity, to
reflect the issuance in the Merger of DHC Common Stock having a value
(as determined below) of $28,566, and to record the purchase price of the
Merger.
The value of the shares of DHC Common Stock to be issued in the Merger was
determined based on the number of shares of DNAP Common Stock and DNAP
Preferred Stock outstanding at June 30, 1996 times their respective closing
prices on July 29, 1996.
<TABLE>
<CAPTION>
Outstanding Closing
shares share price Value at
June 30, July 29, July 29,
1996 1996 1996
----------- ----------- -----------
(thousands) (thousands)
<S> <C> <C> <C>
DNAP Common stock...................... 45,676 $ .531 $24,254
DNAP Preferred Stock................... 1,380 3.125 4,312
-------
28,566
Plus: Costs incurred by Empresas
La Moderna, S.A. de C.V. ("ELM")
associated with the merger(*)......... 4,000
-------
Total purchase price................... $32,566
=======
</TABLE>
--------
* Costs incurred by ELM are reflected as additional paid-in capital
The purchase price has been allocated to the following items based on a
valuation of the intangibles by an independent appraiser.
<TABLE>
<CAPTION>
As of June 30,
1996
--------------
<S> <C>
Patents and trademarks....................................... $14,800
Research and development..................................... 12,900**
Goodwill..................................................... 7,295
Net liabilities of DNAP at historical value ($1,619) net of
goodwill ($1,425) and preferred stock dividend payable
($2,329).................................................... (715)
DNAP estimated Merger costs ($3,077 less $1,363 paid prior to
June 30, 1996).............................................. (1,714)
-------
$32,566
=======
</TABLE>
--------
** Research and development costs of $12,900 were charged off to deficit at
June 30, 1996.
(b) Capital contributions:
Adjustment to reflect ELM's contribution of capital of $22,000 from
conversion of the $5,000 loan to capital, of an additional $13,000 capital
contribution before or at closing, and of $4,000 for ELM payment of Bionova
Subsidiaries merger and other transaction costs. The conversion of the
$5,000 loan was given retroactive effect in the accounts of DNAP Holding
Corporation at June 30, 1996.
(c) Intercompany elimination:
Elimination of intercompany receivable and payable on loan.
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
For Year Ended December 31, 1995 and Six Months Ended June 30, 1996
(in thousands of US dollars and thousands of shares, except per share amounts)
(d) Pro forma common shares outstanding
<TABLE>
<CAPTION>
Common Preferred
Stock Stock Total
------ --------- ------
<S> <C> <C> <C>
Number of DNAP shares outstanding at June 30,
1996.............................................. 45,676 1,380
Exchange ratios.................................... .10000 .68375
------ ------
Common Shares to be issued to DNAP stockholders.... 4,568 944 5,512
------ ------
Common Shares to be issued to Bionova
International, Inc................................ 12,859
------
Pro forma common shares outstanding................ 18,371
======
</TABLE>
On July 1, 1996, Bionova, S.A. de C.V. contributed cash and its shares of the
Bionova Subsidiaries to DNAP Holding Corporation for 271 shares of DHC Common
Stock. On August 1 and 2, 1996 Bionova, S.A. de C.V. contributed to DNAP Holding
Corporation cash and the note from DNAP Holding Corporation for 53 shares of DHC
Common Stock. On August 5, 1996 Bionova, S.A. de C.V. contributed its 349 shares
of DHC Common Stock to Bionova International, Inc. Upon consummation of the
Merger, DNAP Holding Corporation will issue an additional 12,510 shares of DHC
Common Stock to Bionova International, Inc.
INCOME STATEMENT ADJUSTMENTS
(1) Long Term Funded Research Agreement:
Adjustment to reflect $2,500 of revenue and $1,250 of expenses associated
with the Long Term Funded Research Agreement under which a minimum revenue
of $625 is due each quarter. Estimated expenses are based on management's
estimates of the incremental headcount and associated expenses which would
be incurred in conducting the research under the terms of this agreement.
(2) Non-recurring Merger costs:
Adjustment to eliminate $800 of DNAP non-recurring expenses associated
with the Merger incurred during 1995 and $563 during the six months ended
June 30, 1996.
(3) Amortization of goodwill and patents and trademarks:
Adjustment to reflect the amortization of DNAP's patents and trademarks
over the estimated average remaining life of the patents of 12 years
($1,233) and goodwill of 20 years ($365).
(4) Tax effect of pro forma adjustment:
Due to pro forma losses during the year ended December 31, 1995 and the
three months ended June 30, 1996, no tax effect of pro forma adjustments is
required.
(5) Preferred stock dividends:
Adjustment to eliminate dividends on the DNAP Preferred Stock which will not
be paid after the Merger.
(6) Non-recurring items:
Pro forma income data does not include the write-off of research and
development costs of $12,900 (see (a) above) which will be written off
immediately following the consummation of the Merger and does not include
additional Merger transaction costs of $1,714 to be incurred by DNAP. Also,
the pro forma income data does not include the severance expense of $312
recognized in DNAP's premerger financial statements at the date of the
Chief Operating Officer's resignation.
<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 hereunto duly authorized.
Date: November 6, 1996 DNAP HOLDING CORPORATION
By: /S/ Arthur H. Finnel
-------------------------------------
Arthur H. Finnel
Treasurer and Chief Financial Officer
