<PAGE>
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As filed with the Securities and Exchange Commission ("SEC") on April 6, 1999.
This Registration Statement has not yet been declared effective by the SEC,
thus, the information contained herein is subject to amendment.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10
Amendment No. 2
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
SKYNET HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 65-0861800
-------- ----------
(Jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
343 South Glasgow Avenue, Inglewood, CA 90301
----------------------------------------------
(Address of principal executive offices)
(310) 642-7776
--------------
(Registrant's telephone number)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
------------------------------
Title of Class
<PAGE>
ITEM 2. FINANCIAL INFORMATION
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On March 15, 1999, the Company completed the acquisition of the operating
assets of Fleet Delivery Service ("Fleet"), a courier delivery service in the
states of Nevada, Arizona, California, Oregon and Washington. The consideration
for the assets acquired is approximately $3,059,000 (including approximately
$100,000 acquisition costs) which the Company satisfied by the issuance of
1,479,415 shares of the Company's Common Stock. The assets acquired include;
receivables, delivery vehicles, equipment, refundable deposits, licenses,
administrative material and equipment, records and documents, and all personal
property used in the operation of the business.
The Company accounted for the acquisition using the purchase method of
accounting with the assets acquired and liabilities assumed recorded at fair
values, and the results of the acquired business will be included in the
Company's consolidated financial statements from the closing date of the
acquisition.
On February 19 and March 5, 1999, the Company conducted closings with
respect to the Private Placement resulting in the issuance of an aggregate of
1,325,500 shares of Common Stock which generated net proceeds (after offering
costs of approximately $441,000) of approximately $2,210,000.
The unaudited pro forma condensed combined statements of operations and
balance sheet presented below reflect the acquisition of Fleet and the Private
Placement described above. The pro forma condensed combined statements of
operations are presented as if these transactions had taken place at the
beginning of the earliest period presented. The pro forma condensed combined
balance sheet is presented as if such transactions had taken place on December
31, 1998. The pro forma condensed combined financial statements should be read
in conjunction with the historical financial statements and notes thereto of the
Company appearing elsewhere herein. The unaudited pro forma financial statements
are not necessarily indicative of what the actual results of operations would
have been had such transactions occurred on July 1, 1997 or what the results of
operations of the Company will be in the future.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
December 31, 1998
<TABLE>
<CAPTION>
Skynet Fleet Pro forma Pro forma
Holdings Delivery Adjustments Combined
----------- -------- ----------- ---------
<S> <C> <C> <C> <C>
Assets:
Current assets $6,569,467 $1,622,181 $ (226,181)(1) $10,175,467
2,210,000 (2)
Property and equipment, net 758,891 203,110 121,890 (1) 1,083,891
Intangibles and other 266,051 19,840 1,620,160 (1) 1,906,051
---------- ---------- ----------
Totals $7,594,409 $1,845,131 $13,165,409
========== ========== ===========
Liabilities:
Current Liabilities $6,792,454 $1,552,358 $(1,250,358)(1) $7,094,454
Long-term debt 550,903 - 550,903
---------- ---------- -----------
Total Liabilities 7,343,357 1,552,358 7,645,357
2,210,000 (2)
Stockholders' Equity 251,052 292,773 2,766,227 (1) 5,520,052
---------- ---------- ----------
Totals $7,594,409 $1,845,131 $13,165,409
========== ========== ===========
</TABLE>
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Six Months Ended December 31, 1998
<TABLE>
<CAPTION>
Skynet Fleet Pro forma Pro forma
Holdings Delivery Adjustments Combined
------------ -------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues $16,947,089 $ 6,775,377 (64,787)(3) $23,657,679
(40,604)(3)
Costs and expenses 17,293,639 6,645,563 78,000 (4) 23,976,598
----------- ------------ -----------
Income (loss) from operations (346,550) 129,814 (318,919)
Other expense, net (408,622) (12,893) 12,893 (5) (408,622)
----------- ------------ -----------
Income before income taxes (755,172) 116,921 (727,541)
Income taxes (6,300) - (6,300)
----------- ------------ -----------
Net Income (loss) $ (761,472) $ 116,921 $ (733,841)
=========== ============ ===========
Basic net loss per share $(0.06) $(0.05)
=========== ===========
Fully diluted net loss per share $(0.06) $(0.05)
=========== ===========
Basic weighted average shares
outstanding (6) 13,410,368 16,215,283
=========== ===========
Fully diluted weighted average
shares outstanding (6) 13,410,368 16,215,283
=========== ===========
</TABLE>
Year Ended June 30, 1998
<TABLE>
<CAPTION>
Skynet Fleet Pro forma Pro forma
Holdings Delivery Adjustments Combined
------------ -------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues $31,838,919 $ 13,406,567 (667,608)(3) $44,577,878
(927,656)(3)
Costs and expenses 31,257,942 14,195,444 136,000 (4) 44,661,730
----------- ------------- ----------
Income from operations 580,977 (788,877) (83,852)
Other expense, net (229,523) (186,938) 189,034 (5) (227,427)
----------- ------------- ----------
Income before income taxes 351,454 (975,815) (311,279)
Income taxes (185,404) - (185,404)
----------- ------------- -----------
Net Income $ 166,050 $ (975,815) $ (496,683)
=========== ============= ===========
Basic net income per share $0.02 $(0.05)
=========== ===========
Fully diluted net income per share $0.02 $(0.05)
=========== ===========
Basic weighted average shares
outstanding (6) 7,346,500 10,151,415
=========== ===========
Fully diluted weighted average
shares outstanding (6) 9,796,500 10,151,415
=========== ===========
</TABLE>
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note A - Pro forma adjustments to the condensed balance sheet are as follows:
(1) To record: i) the acquisition of the assets and the allocation of the
purchase price on the basis of the fair values of the assets acquired and
liabilities assumed and ii) the issuance of 1,479,415 shares of the
Company's Common Stock.
The components of the purchase price and its allocation to the assets and
liabilities acquired are as follows:
<TABLE>
<CAPTION>
Components of purchase price:
<S> <C>
Common Stock issued to sellers.......... $2,959,000
Acquisition costs....................... 100,000
----------
Total purchase price.................. $3,059,000
==========
Allocation of purchase price:
Current assets acquired................. $1,396,000
Property and equipment.................. 325,000
Liabilities assumed..................... (302,000)
Cost in excess of net assets acquired... 1,640,000
----------
Total purchase price.................. $3,059,000
==========
</TABLE>
(2) To record the net proceeds of $2,210,000 from the sale of 1,325,500
shares of the Company's Common Stock.
Note B - Pro forma adjustments to the condensed statements of operations are as
follows:
(3) To eliminate operations of those locations not acquired.
(4) To record additional depreciation expense (over 3 years) based on the
revised values of the depreciable assets and amortization (over 15 years)
of the excess of the fair value over net assets acquired as follows:
<TABLE>
<CAPTION>
Year Ended Six Months Ended
June 30, December 31,
1998 1998
---------- ----------------
<S> <C> <C>
Depreciation based on acquisition cost........ $ 96,000 $58,000
Historical depreciation....................... 76,000 38,000
-------- -------
Increase in depreciation...................... 20,000 20,000
Amortization of excess of fair value
over net assets acquired.................... 116,000 58,000
-------- -------
Increase in depreciation and amortization .... $136,000 $78,000
======== =======
</TABLE>
(5) To eliminate interest expense of acquired company.
(6) The weighted average shares outstanding were adjusted on a pro forma
basis to include the 1,479,415 additional shares of Common Stock
issued in connection with the Fleet acquisition plus 1,325,500
additional shares issued in a private placement.
18
<PAGE>
SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
SKYNET HOLDINGS, INC.
Date: April 6, 1998
By: /s/ Vjekoslav Nizic
-------------------------------------
Vjekoslav Nizic
President and Chief Executive Officer
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