CALIFORNIA SOFTWARE CORP
8-K/A, 2000-07-03
COMPUTER PROGRAMMING SERVICES
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United States
Securities And Exchange Commission
Washington D.C. 20549

Form 8-K/A

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2000

CALIFORNIA SOFTWARE CORPORATION
(Exact name of Registrant as specified in charter)

Nevada
(State or other jurisdiction of incorporation)

1405-091
(Commission File Number)

88-0408446
(I.R.S. Employer Identification)

2485 McCabe Way, Irvine, CA
(Address of principal executive offices)

92614
(Zip Code)

Registrant's telephone number, including area code: 949.553.8900

2901 South Pullman Street, Santa Ana, CA, 92705
(Former name or former address, if changed, since last report)


ITEM 5. OTHER EVENTS

California Software Corporation ("the Company") recently completed a private placement, wherein it raised a gross amount of $8,959,870.40 in exchange for the issuance of 2,674,971 common shares to certain investors at the pre-split purchase price of $8.00 per share (post-split price of $4.00 per share), plus the issuance of 10,000 bonus shares to investors purchasing a block of 4 units (1 unit = $40,000). In the Company's March 31, 2000 quarterly filing, $2,000,000 of the gross amount raised was reflected in computing the periodic financial figures which therefore results in an adjusted gross amount of $6,859,870.40. The Company paid commissions amounting to $491,042.55, the net proceeds to the Company resulting from the private placement is $8,368,828.65. Included below is a balance sheet reflecting actual figures as of March 31, 2000 and pro-forma figures reflecting the completed private placement.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

    1. Pro Forma Financial Information.
    2. CALIFORNIA SOFTWARE CORPORATION
      Balance Sheet
      Actual as of March 31, 2000
      and
      Pro-Forma After Private Placement

      3/31/00

      Pro-Forma

      ASSETS

      Cash

      2,162,163

      8,530,991

      Accounts Receivable, net

      5,285,191

      5,285,191

      Note Receivable

      74,332

      74,332

      Inventory on Consignment

      145,217

      145,217

      Inventory (Net of Reserves)

      106,883

      106,883

      Other Current Assets

      51,893

      51,893

      Total Current Assets

      7,825,679

      14,194,507

      PROPERTY AND EQUIPMENT

      Furniture, Fixtures and Equipment

      325,138

      325,138

      Leasehold Improvements

      28,441

      28,441

      Accumulated Depreciation and Amortization

      (290,513)

      (290,513)

      Total Property and Equipment

      63,066

      63,066

      OTHER ASSETS

      Deferred Taxes

      112,539

      112,539

      Non-Competition Agreement, net

      247,500

      247,500

      Acquired Technology, net

      258,750

      258,750

      Goodwill, net

      288,289

      288,289

      Total Other Assets

      907,078

      907,078

      TOTAL ASSETS

      8,795,823

      15,164,651

      LIABILITIES AND STOCKHOLDERS' EQUITY

      LIABILITIES

      Accounts Payable

      323,228

      323,228

      Income Taxes Payable

      339,147

      339,147

      Employee Benefits Payable

      240,808

      240,808

      Accrued Sales Commission

      54,745

      54,745

      Deferred Income

      62,907

      62,907

      Other Current Liabilities

      31,649

      31,649

      Total Current Liabilities

      1,052,484

      1,052,484

      LONG-TERM LIABILITIES

      0

      0

      EQUITY

      Common Stock ($0.001 par value, 20,000,000 authorized, 9,763,800 issued and outstanding on March 31, 2000, and 12,488,771 issued and outstanding pro-forma)

      9,764

      12,439

      Additional Paid in Capital

      5,005,038

      11,371,191

      Deferred Expense

      (285,833)

      (285,833)

      Retained Earnings

      3,014,370

      3,014,370

      Total Stockholders' Equity

      7,743,339

      14,099,728

      TOTAL LIABILITIES & OWNER'S EQUITY

      8,795,823

      15,164,651

    3. Exhibits

None


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.

Dated: June 28, 2000

CALIFORNIA SOFTWARE CORPORATION

/s/Bruce Acacio, CEO, Director

/s/Carol Conway, Director



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