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Previous: COMPX INTERNATIONAL INC, 8-K, 1999-01-11 |
Next: CONSUMER NET MARKETPLACE INC, S-1/A, 1999-01-11 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 28, 1998
UNICCO SERVICE COMPANY
(Exact Name of Registrant as Specified in Charter)
Massachusetts 333-42407 04-2872501
(State of Other Jurisdiction (Commission File (IRS Employer
Incorporation) Number) Identification No.)
4 Copley Place, Boston, MA 02116
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 859-9100
Not applicable
(Former Name or Former Address, if changed since Last Report)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
Effective as of 12:01 a.m. on December 28, 1998, pursuant to the Stock
Purchase Agreement (the "Agreement") dated October 26, 1998 by and
among UNICCO Service Company ("UNICCO"), its wholly owned subsidiary,
USC, Inc. ("USC"), and Argenbright Security, Inc. ("Argenbright"),
Argenbright consummated the purchase of all of the outstanding capital
stock of UNICCO Security Services, Inc. (the "Company"), formerly a
wholly owned subsidiary of USC, for $12,000,000 in cash. The Company
performs outsourced security services. The purchase price for the
Company was the result of arm's length negotiations among the parties.
The Agreement was filed as an Exhibit to the Registrant's Current
Report on Form 8-K dated November 2, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet
of UNICCO as of September 27, 1998 is attached hereto. The
Company's operations were presented as discontinued
operations in UNICCO's Form 10-K for the year ended June 30,
1998 and Form 10-Q for the quarterly period ended September
27, 1998. Accordingly, the pro forma condensed income
statement required by Article 11 of Regulation S-X is not
included in this Report, as the relevant information has
already been presented in the above-mentioned filings.
(c) Exhibits.
10.1 Stock Purchase Agreement by and between Argenbright
Security, Inc., UNICCO Security Services, Inc., USC, Inc.
and UNICCO Service Company dated October 26, 1998 (filed as
Exhibit 10.1 to the Registrant's Current Report on Form 8-K
dated November 2, 1998, Commission File No. 333-42407, and
incorporated herein by reference).
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
UNICCO Service Company
(Registrant)
By: /s/ George A. Keches
------------------------------
Name: George A. Keches
Title: Chief Financial Officer
<PAGE> 3
UNICCO SERVICE COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
The unaudited pro forma condensed consolidated balance sheet as of September 27,
1998 (the "Pro Forma Balance Sheet") on the following page has been derived by
the application of pro forma adjustments to the historical financial statements
of UNICCO Service Company (the "Company"). The Pro Forma Balance Sheet gives
effect to the Company's sale (the "Sale") of the capital stock of its indirectly
wholly owned subsidiary, UNICCO Security Services, Inc. ("Security"), as if it
occurred on September 27, 1998.
The Pro Forma Balance Sheet does not purport to represent what the Company's
financial position would have actually been had the Sale in fact occurred on
such date. The Pro Forma Balance Sheet should be read in conjunction with the
historical financial statements of the Company, including the notes thereto,
included in the Company's reports filed with the Securities and Exchange
Commission.
<PAGE> 4
<TABLE>
<CAPTION>
As of September 27, 1998
(In thousands)
-------------------------------------------
Actual Adjustments Pro Forma
<S> <C> <C> <C>
CASH AND CASH EQUIVALENTS $ 3,196 $12,000 (a) $ 15,196
ACCOUNTS RECEIVABLE, LESS RESERVE OF $2,215 52,869 52,869
UNBILLED RECEIVABLES 28,593 28,593
OTHER CURRENT ASSETS 2,282 2,282
-------- --------
TOTAL CURRENT ASSETS 86,940 98,940
-------- --------
PROPERTY AND EQUIPMENT, AT COST 15,673 15,673
LESS-ACCUMULATED DEPRECIATION AND AMORTIZATION (10,083) (10,083)
-------- --------
5,590 5,590
-------- --------
NOTES RECEIVABLE AND ACCRUED INTEREST FROM OFFICERS 475 475
INTANGIBLE ASSETS, NET OF AMORTIZATION 46,656 46,656
OTHER ASSETS, NET 6,343 6,343
NET ASSETS OF DISCONTINUED OPERATIONS 7,204 (7,204)(a) 0
-------- --------
60,678 53,474
-------- --------
153,208 158,004
======== ========
CASH OVERDRAFT 1,479 1,479
ACCOUNTS PAYABLE 4,942 4,942
ACCRUED PAYROLL AND PAYROLL-RELATED EXPENSES 15,595 15,595
DEFERRED INCOME TAXES 2,628 2,628
OTHER ACCRUED EXPENSES 8,208 812 (b) 9,020
-------- --------
32,852 33,664
-------- --------
LONG-TERM DEBT, LESS CURRENT PORTION 109,556 109,556
OTHER LONG-TERM LIABILITIES 298 298
-------- --------
109,854 109,854
-------- --------
COMMON SHARES 378 378
RETAINED EARNINGS 10,870 4,796 (a) 14,854
(812)(b)
ACCUMULATED OTHER COMPREHENSIVE INCOME (84) (84)
-------- --------
11,164 15,148
TREASURY SHARES AT COST (502) (502)
NOTES RECEIVABLE FROM STOCK SALES (160) (160)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 10,502 14,486
-------- --------
$153,208 $158,004
======== ========
</TABLE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(a) Reflects sale of Security, net of tax, as of September 27, 1998
(b) Reflects expenses associated with sale of Security
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