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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 10, 2000
DITECH COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-26209 94-2935531
(Commission File No.) (IRS Employer Identification No.)
825 E. MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 623-1300
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ITEM 5. OTHER EVENTS.
On February 1, 2000, Ditech Communications Corporation, a Delaware
corporation (the "Company"), acquired the assets from Ingenuous (formerly
Telinnovation), Ingenuous Corporation (formerly Telinnovation Corporation),
and Ingenuous Service Corporation (formerly Telinnovation Service
Corporation) (collectively, the "Ingenuous Entities"). The acquisition was
previously reported on the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on February 16, 2000. Such Current
Report included the unaudited pro forma condensed combined statement of
operations for the six months ended October 31, 1999, relating to the
acquisition.
The unaudited pro forma condensed combined statement of operations for
the twelve months ended April 30, 2000 relating to the acquisition, are filed
herewith.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED)
The following unaudited pro forma condensed combined statement of
operations gives effect to the acquisition of the assets of the Ingenuous
Entities, which was accounted for on a purchase basis. The unaudited pro
forma condensed combined statement of operations gives effect to the
acquisition by combining the results of operations of the Company and the
Ingenuous Entities for the twelve months ended April 30, 2000 on a purchase
basis. This unaudited pro forma condensed combined statement of operations
should be read in conjunction with the historical financial statements and
notes thereto of the Company included in the Company's Annual Report on Form
10-K for the fiscal year ended April 30, 2000, as filed with the Securities
and Exchange Commission on July 31, 2000.
The unaudited pro forma information is presented for illustrative
purposes only and is not necessarily indicative of the operating results or
financial position that would have occurred if the acquisition had been
consummated at the beginning of the periods presented, nor is it necessarily
indicative of future operating results or financial position.
1.
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DITECH COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
TWELVE MONTHS ENDED APRIL 30, 2000
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
DITECH INGENUOUS ADJUSTMENTS COMBINED
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Revenues $ 116,946 $ 4,303 $ (3,591)c $ 117,658
Cost of goods sold 34,913 - (631)c 34,282
---------------- ---------------- ---------------- ----------------
Gross profit 82,033 4,303 (2,960) 83,376
---------------- ---------------- ---------------- ----------------
Operating expenses:
Sales and marketing 9,411 - - 9,411
Research and development 8,559 507 5,737 b 14,803
General and administrative 4,296 316 - 4,612
Purchased Research and Development 8,684 - - 8,684
Amortization of goodwill
and other intangibles 1,860 - 5,580 b 7,440
---------------- ---------------- ---------------- ----------------
Total operating expenses 32,810 823 11,317 44,950
---------------- ---------------- ---------------- ----------------
Income from operations 49,223 3,480 (14,277) 38,426
---------------- ---------------- ---------------- ----------------
Other income - 1,955 (1,955)d -
Interest income, net 1,545 98 (98)a 1,545
---------------- ---------------- ---------------- ----------------
Income before provision for income taxes 50,768 5,533 (16,330) 39,971
---------------- ---------------- ---------------- ----------------
Provision for income taxes 20,765 - (4,351)e 16,414
---------------- ---------------- ---------------- ----------------
Net income 30,003 5,533 (11,979) 23,557
---------------- ---------------- ---------------- ----------------
Accretion of mandatorily redeemable
preferred stock 99 - - 99
---------------- ---------------- ---------------- ----------------
Net income attributable to
common stockholders $ 29,904 $ 5,533 $ (11,979) $ 23,458
---------------- ---------------- ---------------- ----------------
---------------- ---------------- ---------------- ----------------
Net income per share - basic $ 0.97
----------------
----------------
Net income per share - diluted $ 0.84
----------------
----------------
Shares used in per share computation
Basic 24,105
----------------
----------------
Diluted 27,916
----------------
----------------
</TABLE>
The accompanying notes are an integral part of these
unaudited pro forma condensed combined financial statements.
2.
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DITECH COMMUNICATIONS CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1. PRO FORMA ADJUSTMENTS
(a) To eliminate the Ingenuous Entities' revenues or expenditures
not relating to the portion of the business acquired or assumed in the
acquisition of the echo cancellation business.
(b) To reflect the amortization of stock compensation, developed
technology and goodwill, as if the acquisition had occurred on May 1, 1999
as applicable.
(c) To reflect elimination of inter-company transactions, being
the payment of royalties and the purchase of technology.
(d) To reflect elimination of proceeds from sale of the Company's
common stock by the Ingenuous Entities.
(e) To reflect income taxes/benefits on pro forma profits/(losses)
of the Ingenuous Entities at an assumed rate of 40.3%.
(b) EXHIBITS
None.
3.
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SIGNATURE
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, thereunto duly authorized.
DITECH COMMUNICATIONS CORPORATION
a Delaware corporation
Dated: August 10, 2000 By: /s/ Timothy K. Montgomery
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Timothy K. Montgomery
President and Chief Executive Officer
4.
