<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
---------------------
Date of report: May 2, 2000
(Date of earliest event reported)
FRONT PORCH DIGITAL INC.
(Exact name of Registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
333-16031 86-0793960
(Commission File No.) (I.R.S. Employer
Identification No.)
1810 Chapel Avenue West
Suite 130
Cherry Hill, New Jersey 08002
(Address of principal executive offices; zip code)
(856) 663-3500
(Registrant's telephone number, including area code)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Front Porch Digital Inc.
Balance Sheet as of March 31, 2000
[Unaudited]
Assets
Current Assets
Cash $89,762
Accounts Receivable - Trade 17,600
--------------
Total Current Assets 107,362
Property & Equipment, Net 116,857
--------------
Total Assets $224,219
==============
Liabilities and Stockholders' Equity
Current Liabilities
Note Payable - Bridge Loans $300,000
Accounts Payable 84,276
Payroll Related Liabilities 14,917
Accrued Expenses 4,710
--------------
Total Current Liabilities 403,903
Stockholders' Equity
Common Stock, $.001 par value 12,062,500 shares authorized
9,440,000 Shares issued and outstanding 9,440
Subscriptions Receivable (9,240)
Accumulated Deficit (179,884)
--------------
Total Stockholders' Equity (179,684)
--------------
--------------
Total Liabilities and Stockholders' Equity $224,219
==============
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Front Porch Digital Inc.
Statement of Operations
Period from February 1, 2000 (date of inception) to March 31, 2000
[Unaudited]
Revenues $30,380
Cost of Revenue 2,490
-------------
Gross Margin 27,890
-------------
Sales & Marketing 18,430
General & Administrative 187,094
-------------
205,524
-------------
Loss from operations (177,634)
Interest Expense 2,250
-------------
Net Loss ($179,884)
=============
Weighted Average Number of 9,440,000
Common Shares Outstanding
Loss per Common Share (0.02)
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(b) Pro Forma Financial Information
The Registrant's pro forma balance sheet gives effect to the May 2, 2000
acquisition of Front Porch Digital Inc., a Delaware corporation ("Front
Porch"), as if such transaction had occurred on March 31, 2000. The pro forma
statement of operations gives effect to the acquisition as if such transaction
occurred on January 1, 2000. The unaudited pro forma information is presented
for illustrative purposes only and may not be indicative of the results that
would have been obtained had the transaction actually occurred on the dates
assumed, nor is it necessarily indicative of the future results of operations.
The pro forma financial information should be read in conjunction with the
accompanying notes.
The Registrant and Front Porch, executed an Agreement and Plan of Reorganization
(the "Plan"), whereby the Registrant acquired 100% of the outstanding equity
securities of Front Porch from its stockholders (the "Front Porch
Stockholders"). The Plan provided for the acquisition of 100% of the outstanding
equity securities of Front Porch; the issuance and exchange of 9,400,000 shares
of the Registrant's common stock for the outstanding common stock of Front
Porch, which shares of common stock of the Registrant were "restricted
securities" under the Securities Act of 1933, as amended; the contribution of
40,000,000 shares of common stock of the Registrant owned by Susan M. Grant to
the treasury of the Registrant; and the issuance and exchange of warrants to
acquire 7,400,000 shares of the common stock of the Registrant for the
then-outstanding warrants to acquire 7,400,000 shares of the common stock of
Front Porch.
Prior to the completion of the Plan, there were 46,400,000 outstanding shares of
common stock of the Registrant. Giving effect to the issuance of the shares
outlined above and the cancellation of 40,000,000 shares of common stock of the
Registrant as required by the Plan, there are 15,840,000 issued and outstanding
shares of common stock of the Registrant.
This transaction is commonly referred to as a "reverse acquisition" where 100%
of Front Porch's stock was effectively exchanged for a controlling interest in a
publicly held "shell" corporation, the Registrant (which concurrently changed
its name to Front Porch Digital Inc.). For financial accounting purposes, this
transaction will be treated as the issuance of stock for the net monetary assets
of the Registrant, accompanied by a recapitalization of Front Porch, with no
goodwill or other intangible assets recorded.
The pro forma loss per share data presented are computed as if the number of
shares outstanding immediately after the acquisition were outstanding for all
periods for which the Registrant's financial statements are presented. Such pro
forma loss per share data are not indicative of actual
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results that might have been achieved had the acquisition taken place as assumed
for pro forma purposes or that might be achieved in the future.
Front Porch was formed on February 1, 2000 and therefore a pro forma statement
of operations for the prior year is not presented.
Front Porch Digital Inc.
Pro Forma Combined Balance Sheet
March 31, 2000
[Unaudited]
<TABLE>
<CAPTION>
Historical
----------------------------
Empire Pro Forma
Communications Front Porch Pro Forma Combined
Corp. Digital Inc. Adjustments Company
--------------- ------------- ----------- ----------
Assets
<S> <C> <C> <C> <C>
Current Assets
Cash and Cash Equivalents $8,912 $89,762 $0 $98,674
Accounts Receivable - Trade 0 17,600 0 17,600
--------- --------- --------- ---------
Total Current Assets 8,912 107,362 0 116,274
Property & Equipment, Net 0 116,857 0 116,857
--------- --------- --------- ---------
Total Assets $8,912 $224,219 $0 $233,131
========= ========= ========= =========
Liabilities and Stockholders' Equity
Current Liabilities
Note Payable - Bridge Loans $0 $300,000 $0 $300,000
Accounts Payable 2,540 84,276 0 86,816
Payroll Related Liabilities 0 14,917 0 14,917
Accrued Expenses 0 4,710 115,000 1a 119,710
--------- --------- --------- ---------
Total Current Liabilities 2,540 403,903 115,000 521,443
Stockholders' Equity
Preferred Stock 0 0 0 0
Common Stock 23,200 9,440 (16,800)1b 15,840
Additional Paid in Capital 102,800 0 (102,800)1b 0
Subscriptions Receivable 0 (9,240) 0 (9,240)
Accumulated Deficit (119,628) (179,884) 4,600 1a,b (294,912)
--------- --------- --------- ---------
Total Stockholders' Equity 6,372 (179,684) (115,000) (288,312)
--------- --------- --------- ---------
--------- --------- --------- ---------
Total Liabilities and Stockholders' Equity $8,912 $224,219 $0 $233,131
========= ========= ========= =========
</TABLE>
The accompanying notes are an intergral part of these unaudited pro forma
financial statements
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Front Porch Digital Inc.
Pro Forma Combined Statement of Operations
For the Period Ended March 31, 2000
[Unaudited]
<TABLE>
<CAPTION>
Historical
----------------------------------
Empire Pro Forma
Communications Front Porch Pro Forma Combined
Corp. Digital Adjustment Company
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $0 $30,380 $0 $30,380
Cost of Revenue 0 2,490 0 2,490
------------ ------------ ------------ ------------
Gross Margin 0 27,890 0 27,890
------------ ------------ ------------ ------------
Sales & Marketing 0 18,430 0 18,430
General & Administrative 3,131 187,094 65,000 1a 255,225
------------ ------------ ------------ ------------
3,131 205,524 65,000 273,655
------------ ------------ ------------ ------------
Loss from operations (3,131) (177,634) (65,000) (245,765)
Interest Expense 0 2,250 0 2,250
------------ ------------ ------------ ------------
Net Loss ($3,131) ($179,884) ($65,000) ($248,015)
============ ============ ============ ============
Weighted Average Number of
Common Shares Outstanding 23,200,000 9,440,000 (16,800,000)1b 15,840,000
============ ============ ============ ============
Loss per Common Share ($0.00) ($0.02) $0.00 ($0.02)
============ ============ ============ ============
</TABLE>
The accompanying notes are an intergral part of these unaudited pro
forma financial statements
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Notes to Unaudited Pro Forma Combined Financial Statements
1. Unaudited Pro Forma Combined Balance Sheet and Statement of Operations
Adjustments
a. Records the estimated direct costs of the merger.
b. Records the issuance of stock by Front Porch for the net monetary
assets of Empire, accompanied by a recapitalization of Front
Porch, and the elimination of the additional paid in capital and
accumulated deficit of Empire.
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(c) Exhibits.
The Registrant hereby furnishes the following exhibit:
2.1 Agreement and Plan of Reorganization dated as of
May 2, 2000 among Registrant, Susan M. Grant, Front
Porch Digital Inc. and the stockholders of Front
Porch Digital Inc.*
Exhibit A - Stockholders of Front Porch
Exhibit B - Audited Financial Statements of the
Registrant for the fiscal years
ended December 31, 1999 and 1998
Exhibit C - Exceptions to the Registrant's
financial statements
Exhibit D - Unaudited Financial Statements of
Front Porch for the period ended
March 22, 2000
Exhibit E - Exceptions to Front Porch's
financial statements
Exhibit F - Investment Letter
Exhibit G - Certificate of Officer and
Controlling Stockholder of the
Registrant
Exhibit H - Certificate of Officer of Front
Porch
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* Previously filed.
3
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
FRONT PORCH DIGITAL INC.
Date: July 14, 2000 By:/s/ Jay Yogeshwar
----------------------------
Jay Yogeshwar
Chief Executive Officer
