SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2000 (December 30,
1999)
CLEARWORKS.NET, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-26547 76-0576542
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2450 FONDREN, SUITE 200, HOUSTON, TEXAS 77063
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 334-2595
<PAGE>
ClearWorks.net, a Delaware corporation (the "Company") hereby amends the
following items, financial statements, exhibits or other portions of its current
report on Form 8-K filed on January 7, 2000 and Form 8-K/A-1 filed on March 16,
2000.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
The following unaudited pro forma condensed combined statement of operations
gives effect to the acquisition by ClearWorks of all the outstanding capital
stock of United Computing Group, Inc. and United Consulting Group, Inc.
(collectively, "UCG") as if it occurred as of January 1, 1999.
The UCG acquisition was accounted for under the purchase method of accounting.
The unaudited pro forma condensed combined statement of operations is based on
the historical financial statements of ClearWorks and UCG and the estimates and
assumptions in the notes to the unaudited pro forma condensed combined statement
of operations. No pro forma balance sheet at December 31, 1999 has been provided
as the UCG acquisition is included in ClearWorks' historical balance sheet at
December 31, 1999.
The unaudited pro forma condensed combined statement of operations should be
read in conjunction with the historical financial statements of ClearWorks and
UCG and "Management's Discussion and Analysis of Financial Condition and Results
of Operations" of ClearWorks. The unaudited pro forma condensed combined
statement of operations does not purport to represent what ClearWorks' results
of operations would actually have been if the UCG acquisition had been
consummated on the indicated date, nor is it necessarily indicative of
ClearWorks' results of operations for any future period. The results of
operations for the year ended December 31, 1999, are not necessarily indicative
of the results to be expected for the entire year or any other interim period.
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ClearWorks.net, Inc.
Pro Forma Condensed Combined Statement of Operations
For the Year ended December 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
---------------------------- ---------------------------
CLEARWORKS UCG ADJUSTMENTS COMBINED
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues .................................. $ 3,032,000 $ 10,000,000 $ -- $ 13,032,000
Cost of goods sold ........................ 2,797,000 8,862,000 -- 11,659,000
Selling, general & administrative expenses 3,780,000 1,215,000 -- 4,995,000
Depreciation and amortization ............. 205,000 22,000 988,400 a 1,215,400
------------ ------------ ------------ ------------
Loss from operations .................... (3,750,000) (99,000) (988,400) (4,837,400)
Interest and other income, net ............ 63,000 -- -- 63,000
Interest and other expense, net ........... (81,000) (37,000) 24,000 b (94,000)
------------ ------------ ------------ ------------
Loss before taxes ....................... (3,768,000) (136,000) (964,400) (4,868,400)
Income taxes .............................. -- 137,000 (137,000)c --
------------ ------------ ------------ ------------
Net loss ................................ (3,768,000) (273,000) (827,400) (4,868,400)
============ ============ ============ ============
Loss per common share - Basic ............. $ (0.21) $ (0.25)
Loss per common share - Diluted ........... $ (0.21) $ (0.25)
Weighted average common shares outstanding:
Basic ................................... 17,673,000 2,000,000 d 19,673,000
Diluted ................................. 17,673,000 2,000,000 d 19,673,000
</TABLE>
See accompanying notes to unaudited pro forma condensed combined statement of
operations.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Adjustments have been made to the unaudited pro forma condensed combined
statement of operations to reflect the following:
(a) To record the amortization of goodwill over an estimated useful life of 5
years.
(b) To eliminate interest expense on notes payable not assumed by ClearWorks.
(c) To reduce income tax expense to reflect the usage of ClearWorks' net
operating losses.
(d) The following information reconciles the number of shares used to compute
historical and pro forma loss per common share:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1999
-----------------------
BASIC DILUTED
---------- ----------
<S> <C> <C>
ClearWorks historical .......................................................... 17,673,000 17,673,000
Common shares issued in UCG acquisition on pro forma basis as of January 1, 1999 2,000,000 2,000,000
---------- ----------
19,673,000 19,673,000
========== ==========
</TABLE>
<PAGE>
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 hereunto duly authorized.
Date: June 7, 2000 CLEARWORKS.NET, INC.
By: /s/ MICHAEL T. MCCLERE
Michael T. McClere,
Chief Executive Officer
