SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
Amendment to Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 15, 1995
COMPETITIVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
1-8696
(Commission file number)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report Dated February 15,
1995 on Form 8-K as set forth in the pages attached hereto:
(List all such items, financial statements, exhibits or other
portions amended)
Item 7. Financial Statements and Exhibits - Pages 6-14
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPETITIVE TECHNOLOGIES, INC.
Registrant
Date: May 15, 1995
By: Frank R. McPike, Jr.
Vice President, Finance
Principal Financial Officer
and Authorized Signer
Item 7. Financial Statements and Exhibits.
Page
A. Financial Statements
None
B. Pro Forma Financial Information (Unaudited) 3
Pro Forma Condensed Consolidated Balance Sheet
at October 31, 1994 4-5
Pro Forma Condensed Consolidated Statement of
Operations for the year ended July 31, 1994 6
Pro Forma Condensed Consolidated Statement of
Operations for the three months ended
October 31, 1994 7
Notes to Pro Forma Condensed Consolidated
Financial Statements 8-10
C. Exhibits
2.1 Letter from Barden Companies, Inc. to 11-12
Competitive Technologies, Inc. dated
February 14, 1995, received by the
registrant February 15, 1995.
2.2 Purchase and Subscription Agreement dated
July 9, 1993 by and among University
Communications, Inc., Competitive
Technologies, Inc. (formerly University
Patents, Inc.) and Barden Communications,
Inc. filed as Exhibit 10.1 to registrant's
Form 8-K dated July 9, 1993 and hereby
incorporated by reference.
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Pro Forma Financial Information
(unaudited)
The following pro forma balance sheet reflects the sale as if
it had occurred on October 31, 1994.
The following pro forma statements of operations for
Competitive Technologies, Inc. (CTI) and subsidiaries for the
fiscal year ended July 31, 1994 and for the three months ended
October 31, 1994 reflect CTI's sale of 2,347,180 shares of UCI
stock as if it had occurred on August 1, 1993.
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Balance Sheet
October 31, 1994
(Unaudited)
<TABLE>
<CAPTION>
Historical
Competitive
Technologies,
Inc. Pro Forma
October 31, Pro Forma Balance
ASSETS 1994 Adjustments Sheet
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 1,286,922 $ 2,870,034 (A)(B) $ 4,156,956
Short-term investments, at
market 1,221,079 -- 1,221,079
Receivables:
Royalties 36,122 -- 36,122
Computer-based education
services 1,352,521 (1,352,521) (A) --
Other, including $38,929
receivable from related
parties (pro forma: $38,929) 103,897 (2,000) (A) 101,897
Loans, advances and interest
from affiliate -- 321,356 (A) 321,356
Prepaid expenses and other
current assets 291,055 (163,829) (A) 127,226
Total current assets 4,291,596 1,673,040 5,964,636
Property and equipment, net 812,852 (681,620) (A) 131,232
Investment in affiliates 453,917 29,937 (A)(B) 483,854
Excess of purchase price over
net assets acquired, net of
accumulated amortization
of $661,376 (pro forma: $109,977) 884,759 (680,505) (A) 204,254
Other assets 474,251 (8,593) (A) 465,658
Total assets $ 6,917,375 $ 332,259 $ 7,249,634
</TABLE>
See accompanying notes
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Balance Sheet
October 31, 1994
(Unaudited)
<TABLE>
<CAPTION>
Historical
Competitive
Technologies,
Inc. Pro Forma
October 31, Pro Forma Balance
1994 Adjustments Sheet
LIABILITIES AND SHAREHOLDERS' INTEREST
<S> <C> <C> <C>
Current liabilities:
Line of credit obligation $ 100,000 $ (100,000) (A) $ --
Accounts payable, including
$7,940 payable to related
parties (pro forma: $1,841) 291,951 (230,696) (A) 61,255
Accrued liabilities, including
$10,871 payable to related
parties (pro forma: $7,261) 383,194 (144,102) (A) 239,092
Deferred revenues 1,415,462 (1,376,016) (A) 39,446
Total current liabilities 2,190,607 (1,850,814) 339,793
Other noncurrent liabilities 108,379 (108,379) (A) --
Minority interest 478,587 (478,587) (A) --
Shareholders' interest:
5% preferred stock, $25 par value 60,675 -- 60,675
Common stock, $.01 par value 58,168 -- 58,168
Capital in excess of par value 24,294,696 -- 24,294,696
Less: treasury stock at cost:
12,208 shares (96,362) -- (96,362)
Net unrealized holding gains on
available for sale securities 20,012 -- 20,012
Accumulated deficit (20,197,387) 2,770,039 (B) (17,427,348)
Total shareholders' interest 4,139,802 2,770,039 6,909,841
Total liabilities and
shareholders' interest $ 6,917,375 $ 332,259 $ 7,249,634
</TABLE>
See accompanying notes
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Operations
for the year ended July 31, 1994
(Unaudited)
<TABLE>
<CAPTION>
Historical
Competitive
Technologies,
Inc.
July 31, Pro Forma Pro Forma
1994 Adjustments Results
<S> <C> <C> <C>
Revenues:
Retained royalties $ 717,514 $ -- $ 717,514
Revenues under service contracts
including $179,000 from related
parties 211,245 -- 211,245
Grant revenues 34,019 -- 34,019
Computer-based education services 3,752,705 (3,752,705) (C) --
4,715,483 (3,752,705) 962,778
General and administration expenses,
including costs of technology
management business, of which
$100,000 was paid to related
parties 1,924,283 121 (C) 1,924,404
Research and development expenses 36,484 -- 36,484
Costs of computer-based education
services, including $36,000 paid
to related parties 3,718,327 (3,718,327) (C) --
5,679,094 (3,718,206) 1,960,888
Operating loss (963,611) (34,499) (998,110)
Gain on sale of UCI shares
to Barden -- -- (D) --
Interest income 98,975 9,176 (C)(F) 108,151
Interest expense (26,747) 26,747 --
Income related to equity method
affiliates 6,127 14,268 (C) 20,395
Other, net 45,008 -- 45,008
Income (loss) from continuing
operations before income taxes
and minority interest (840,248) 15,692 (824,556)
Provision for income taxes 22,324 (3,884) (C) 18,440
Income (loss) from continuing
operations before minority interest (862,572) 19,576 (842,996)
Minority interest in losses of
subsidiaries 22,790 (8,790) (E) 14,000
Income (loss) from continuing
operations $ (839,782) $ 10,786 $ (828,996)
Net income (loss) from continuing
operations per share of common stock:
Primary $ (.15) $ (.14)
Fully diluted $ (.15) $ (.14)
Weighted average number of common and
common equivalent shares outstanding:
Primary 5,761,610 6,005,913
Fully diluted 5,761,610 6,005,913
</TABLE>
See accompanying notes
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Operations
for the three months ended October 31, 1994
(Unaudited)
<TABLE>
<CAPTION>
Historical
Competitive
Technologies
Inc.
October 31, Pro Forma Pro Forma
1994 Adjustments Results
<S> <C> <C> <C>
Revenues:
Retained royalties $ 89,905 $ -- $ 89,905
Revenues under service contracts
including $ 63,419 from
related parties 82,913 -- 82,913
Grant revenues 49,140 -- 49,140
Computer-based education services 1,267,065 (1,267,065) (C) --
1,489,023 (1,267,065) 221,958
General and administration expenses,
including costs of technology
management business of which
$16,358 was paid to related
parties 409,564 -- 409,564
Research and development expenses 18,403 -- 18,403
Costs of computer-based education
services, including $8,097 paid
to related parties 1,150,188 (1,150,188) (C) --
1,578,155 (1,150,188) 427,967
Operating loss (89,132) (116,877) (206,009)
Interest income 17,887 697 (C)(F) 18,584
Interest expense (8,637) 8,637 (C) --
Losses related to equity method
affiliates (7,793) 258 (C) (7,535)
Other, net 3,510 -- 3,510
Loss from continuing operations
before income taxes and
minority interest (84,165) (107,285) (191,450)
Provision for income taxes 5,609 -- 5,609
Loss from continuing operations
before minority interest (89,774) (107,285) (197,059)
Minority interest in (income)
losses of subsidiaries (41,191) 48,191 (E) 7,000
Net loss $ (130,965) $ (59,094) $ (190,059)
Net loss per share of
common stock
(primary and fully diluted) $ (.02) $ (.03)
Weighted average number of common
and common equivalent shares
outstanding
(primary and fully diluted) 5,798,776 5,798,776
</TABLE>
See accompanying notes
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Pro Forma Condensed Consolidated Balance Sheet
(Unaudited)
The pro forma condensed consolidated balance sheet reflects
CTI's sale of 2,347,180 shares of UCI stock for $3,227,372 in cash
as if it had occurred on October 31, 1994. The historical
condensed consolidated balance sheet of CTI reported UCI as a
consolidated subsidiary. The pro forma condensed consolidated
balance sheet reflects CTI's remaining 12.4% investment in UCI on
the cost method. The specific pro forma adjustments to achieve
this change are as follows:
A. This entry removes the assets and liabilities of UCI,
including its minority shareholders' interest in those net
assets, as reflected in the historical consolidated balance
sheet at October 31, 1994 and records CTI's investment in UCI
as it would have been reflected on October 31, 1994 if UCI
were not a consolidated subsidiary.
B. This entry reflects CTI's sale of part of its investment in
UCI for $3,227,372 in cash, the reduction of its investment
in UCI and the resulting gain that would have been recorded
if the sale had occurred on October 31, 1994.
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Pro Forma Condensed Consolidated
Statements of Operations
(Unaudited)
The pro forma condensed consolidated statements of operations
treat CTI's sale of 2,347,180 shares of UCI stock for $3,227,362 in
cash as it if had occurred on August 1, 1993.
CTI expects to report a gain on the sale of UCI shares of
between $1,600,000 and $2,700,000 in the fiscal quarter ending
April 30, 1995. The amount of CTI's gain will be determined by the
number of shares CTI purchases from UCI shareholders other than
Barden. CTI intends to offer all UCI shareholders other than
Barden the opportunity to participate in the transaction. Pursuant
to this offer, CTI would offer to purchase from the other UCI
shareholders a maximum of approximately 950,000 shares at $1.375,
the same price CTI received from Barden. This would be equivalent
to allowing all UCI shareholders other than Barden to participate
pro rata in the sale of shares to Barden. CTI does not know
whether other UCI shareholders will elect to sell their shares or
not.
The historical condensed consolidated statements of operations
of CTI reported UCI as a consolidated subsidiary. The pro forma
condensed consolidated statements of operations reflect CTI's
remaining 12.4% investment in UCI on the cost method. Since UCI
incurred losses from its inception through the fiscal year ended
July 31, 1994, it has declared no dividends to date. UCI may not
declare or pay dividends during the term of its current credit
facility (see Note 2 to Consolidated Financial Statements in CTI's
Annual Report on Form 10-K for the year ended July 31, 1994).
C. This entry removes the revenues and expenses of UCI as
reflected in the historical consolidated statements of
operations for the periods presented.
D. No pro forma adjustment has been recorded to reflect CTI's
sale of part of its investment in UCI for $3,227,372 in cash
or the resulting gain. This transaction, including CTI's gain
on its sale of part of its investment in UCI, will be
recognized in the third quarter of fiscal 1995 when the sale
is consummated.
E. This entry adjusts for UCI's minority shareholders' interest
in UCI's net income or loss for the period presented.
F. No pro forma adjustment has been recorded to reflect interest
which would have been earned on the proceeds of the sale if
it had occurred on August 1, 1993 and the proceeds had been
invested throughout the period. If the proceeds had been
invested at the weighted average interest rate available on
its short-term investment account throughout the period, CTI
estimates it would have earned approximately $103,000 and
$36,000 in the year ended July 31, 1994 and the three months
ended October 31, 1994, respectively.
BARDEN Exhibit 2.1
COMPANIES, INC.
February 14, 1995
Competitive Technologies, Inc.
(formerly known as University Patents, Inc.)
1465 Post Road East
P.O. Box 901
Westport, Connecticut 06881
Dear Sir:
Pursuant to Section 8 of the Purchase and Subscription Agreement,
dated July 9, 1993, ("Agreement") by and among University
Communications, Inc., a Delaware corporation ("UCI"), University
Patents, Inc., a Delaware corporation now known as Competitive
Technologies, Inc., and Barden Communications, Inc., a Michigan
corporation, whose rights under and interest in the Agreement were
assigned to Barden Companies, Inc., a Michigan corporation ("BCI")
on October 18, 1994, BCI hereby exercises the Option (as defined in
the Agreement) to purchase two million, three hundred-forty-seven
thousand, one hundred and eighty (2,347,180) shares of Class B
common stock of UCI.
Please find attached a certificate from UCI indicating the number
of shares exercisable under the Option and a cashiers check in the
amount of three million, two hundred-twenty-seven thousand, three
hundred, seventy-two dollars and fifty cents ($3,227,372.50).
Sincerely,
Don H. Barden
Don H. Barden
President
243 W. Congress, Suite 1000 - Detroit, MI 48226 - (313) 963-5010
Fax: (313) 963-5274
Exhibit 8.2
CERTIFICATE
Pursuant to a Purchase and Subscription Agreement by and among
University Communications, Inc. ("UCI"), Competitive Technologies,
Inc. ("CTI", formerly named University Patents, Inc.) and Barden
Companies, Inc. (Purchaser) dated July 9, 1993, UCI certifies that,
as of February 2, 1995:
A. The number of outstanding shares of
UCI common stock is: 5,492,730
B. The number of outstanding shares
multiplied by 50.1% (A x 50.1%) is: 2,751,858
C. The number of shares currently held
by Purchaser is: 404,678
D. The number of shares to be acquired from
CTI upon option exercise such that
Purchaser will hold 50.1% of the
outstanding shares of common stock of
UCI (B - C) is: 2,347,180
IN WITNESS WHEREOF, this Certificate has been duly executed by
a duly authorized officer of UCI as of February 2, 1995.
UNIVERSITY COMMUNICATIONS, INC.
By: Kirtland C. Gardner
Its: President
SUBSCRIBED & SWORN TO ME
THIS 2ND DAY OF FEBRUARY, 1995
Patricia M. Leischow
Notary Public
My Commission Expires June 6, 1997
