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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): September 1, 1998
VOXCOM HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-24273 75-27155335
- ------------------------ --------------------- ------------------
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
8115 PRESTON ROAD, EIGHTH FLOOR EAST, DALLAS, TEXAS 75225
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(Address of principal execute offices, including zip code)
(214)691-0055
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On September 30, 1998, the Company sold all of the outstanding Common
Stock of The Home Business Group, Inc. to its founders, Kim Crowther and Brian
Jensen, in exchange for the cancellation of 200,000 shares of the Company's
Common Stock owned by them. The sale was made in order to concentrate the
efforts of the Home Based Business Segment to the specialty printing part of the
business and to divest the seminar business operated by HBG. As a result,
AmeraPress will be free to market its printing services to other direct and
multi-level marketing companies in addition to HBG. The Company expects to
record income in the first quarter of fiscal 1999 in the approximate amount of
$800,000, representing the excess of the estimated gain on sale over estimated
operating losses for the quarter.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Not applicable
(b) Pro forma financial information for the sale of HBG is attached.
SIGNATURES
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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.
October 10, 1998
VOXCOM HOLDINGS, INC.
/s/ Donald G. McLellan
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Donald G. McLellan, President
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Unaudited Pro Forma Condensed Financial Statements
June 30, 1998 and the year then ended
The following unaudited pro forma condensed financial statements give effect to
the disposition of Home Business Group, Inc. (HBG) as if it had been consummated
(1) on June 30, 1998, in the case of the pro forma balance sheet and (2) on
October 1, 1997 (the date the Company acquired HBG) in the case of the pro forma
statement of operations. The sale of HBG and the related adjustments are
described in the accompanying notes. In the opinion of management, all
adjustments have been made that are necessary to present fairly the pro forma
data.
The unaudited pro forma financial statements are presented for illustrative
purposes only and are not necessarily indicative of future operating results or
financial position of the Company. These pro forma financial statements should
be read in conjunction with the historical financial statements of the Company
included elsewhere herein.
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Unaudited Pro Forma Condensed Balance Sheet
June 30, 1998
ASSETS
<TABLE>
<CAPTION>
Voxcom Pro forma
Holdings, Inc. adjustments Pro forma
--------------- ------------ -----------
(Note B)
<S> <C> <C> <C>
Cash and cash equivalents $1,827,302 $ (73,906)(1) $1,753,396
Accounts receivable 398,720 (120,864)(1) 277,856
Inventories 762,100 (9,633)(1) 752,467
Prepaid expenses 374,425 (262,386)(1) 112,039
Property assets, net 849,030 (220,899)(1) 628,131
Other assets 1,784,374 (63,643)(1) 1,560,731
(160,000)(2)
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Total assets $5,995,951 $(911,331) $5,084,620
========== ========== ==========
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Current maturities of notes payable $ 37,076 $ - $ 37,076
Accounts payable 1,542,184 (897,221)(1) 644,963
Accrued expenses 1,242,933 (800,942)(1) 441,991
Long-term debt 418,469 - 418,469
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Total liabilities 3,240,662 (1,698,163) 1,542,499
Treasury stock - (210,000)(2) (210,000)
Stockholders' equity 2,755,289 946,832 (1) 3,752,121
210,000 (2)
(160,000)(2)
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Total liabilities and stockholders'
equity $5,995,951 $ (911,331) $5,084,620
========== ========== ==========
</TABLE>
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Unaudited Pro Forma Condensed Statement of Operations
Year ended June 30, 1998
<TABLE>
<CAPTION>
Voxcom Pro forma
Holdings, Inc. adjustments Pro forma
-------------- ------------ -----------
(Note B)
<S> <C> <C> <C>
Net sales $21,255,098 $(8,174,984)(3) $13,080,114
Cost of sales 2,621,075 (308,911)(3) 2,312,164
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Gross profit 18,634,023 (7,866,073) 10,767,950
Selling, general and administrative expenses 19,636,213 (8,969,515)(3) 10,666,698
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Operating profit (loss) (1,002,190) 1,103,442 101,252
Interest expense 148,975 - 148,975
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Loss before income taxes (1,151,165) 1,103,442 (47,723)
Income tax benefit (52,258) 35,258 (3) (17,000)
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Net loss $(1,098,907) $ 1,068,184 $ (30,723)
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</TABLE>
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Notes to Unaudited Pro Forma Condensed Financial Statements
June 30, 1998 and the year then ended
NOTE A - SALE OF HOME BUSINESS GROUP, INC.
Effective October 1, 1997, Home Business Group, Inc., a subsidiary of the
Company, acquired the assets and liabilities of a home-based business seminar
company. Effective September 30, 1997, the Company sold the common stock of
Home Business Group, Inc. for 200,000 shares of the Company's common stock. In
connection with the sale, a noncompetition agreement between the Company and
management of the purchaser was cancelled.
NOTE B - PRO FORMA ADJUSTMENTS
The accompanying pro forma financial statements reflect the following pro forma
adjustments:
(1) To eliminate the assets and liabilities of Home Business Group, Inc.,
(2) To reflect consideration received of $210,000 and write-off of
noncompetition agreement in the amount of $160,000, and
(3) To eliminate the income and expenses of Home Business Group, Inc.
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