SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 4, 2000 (May 19, 2000)
NETVOICE TECHNOLOGIES CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-29025 91-1986538
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(State or other (Commission file number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
3201 West Royal Lane, Suite 160
Irving, Texas 75063
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(Address of principal executive offices, including zip code)
(972) 788-2988
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(Registrants telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA AND EXHIBITS
(a) Financial Statements of Business Acquired.
Pursuant to paragraph (a)(4) of Item 7 of Form 8-K, the Company hereby
files the historical financial statements required in connection with the
Synetric, Inc. ("Synetric") acquisition included as Exhibit 99.10 and
incorporated by reference herein.
(b) Pro Forma Financial Information.
Effective May 19, 2000, Netvoice Technologies Corporation and its
wholly owned subsidiary NetVoice Technologies, Inc. (collectively the
"Company" or "Netvoice") completed the acquisition of Synetric, Inc. of
Dallas, Texas ("Synetric") pursuant to a definitive Stock Purchase
Agreement ("Agreement") whereby Netvoice acquired all of the issued and
outstanding shares of Synetric from eight (8) individuals, including
officers and directors of Synetric. Pursuant to the Agreement, Netvoice
issued 286,458 shares of "restricted" common stock, subject to Rule 144
promulgated under the Securities and Exchange Commission. The registered
holder of the restricted common stock must retain ownership of the common
stock for a period of one (1) year. The Agreement provides that of the
286,458 shares delivered at closing, 33,229 shares will be held in escrow
for a period of one (1) year following the closing to satisfy any future
indemnification claims.
The accompanying unaudited pro forma financial information does not
include a pro forma balance sheet due to the fact that the Company has filed
its most recent balance sheet on the Company's Form 10-QSB as of June 30, 2000,
which balance sheet includes the assets and liabilities of Synetric. The
total purchase price has been allocated to the tangible assets and liabilities
of Synetric based upon their relative fair values. The amounts and components
of the purchase price, along with the preliminary allocation of the purchase
price to the net asset acquired attributable to the acquisition are presented
below, and are subject to change as the allocation is finalized. The
following reflects the recording of the entries required under the purchase
method of accounting for the acquisition of Synetric.
PURCHASE PRICE
Common stock issued $ 2,721,351
============
NET ASSETS ACQUIRED
Net assets assumed $ 2,867,046
Net liabilities assumed (2,901,187)
Goodwill 2,755,492
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$ 2,721,351
============
The market value of the Company's common stock on the date of the
acquisition was valued at $9.50 per share.
The accompanying unaudited pro forma condensed statements of
operations give effect to the acquisition by NetVoice of Synetric, which
has been accounted for using the purchase method of accounting. The
unaudited pro forma condensed statement of operations for the year ended
December 31, 1999 and the six months ended June 30, 2000, gives effect to
the transaction as if they had occurred on January 1, 1999.
The unaudited pro forma condensed financial statements are provided
for comparative purposes and have been based upon the historical financial
statements of NetVoice and Synetric. The pro forma adjustments, which are
described in the accompanying notes, reflect NetVoice's preliminary
assumptions and estimates based upon available information. The unaudited
pro forma condensed financial statements do not purport to be indicative of
the results which would actually have been obtained if the transactions had
been effected on the date indicated nor are they necessarily indicative of
the results of operations that may be achieved in the future. The
unaudited pro forma condensed financial statements, including the related
notes, are qualified in their entirety by reference to, and should be read
in conjunction with, the historical financial statements and related notes
of Synetric, included elsewhere in this filing, and the historical
consolidated financial statements and related notes of the Company
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 filed with the Securities and Exchange Commission.
(c) Exhibits
See Exhibit Index attached hereto.
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NETVOICE TECHNOLOGIES CORPORATION
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
HISTORICAL
-------------------------- PRO FORMA
NETVOICE SYNETRIC ADJUSTMENTS PRO FORMA
(AS RESTATED,
SEE NOTE D)
<S> <C> <C> <C> <C> <C>
REVENUES $ 1,212,363 $ 1,140,585 $ - $ 2,352,948
EXPENSES:
Direct expenses 2,043,399 738,788 2,782,187
General and administrative expenses 3,477,104 314,847 275,549 (a) 4,067,500
------------ ------------ ------------ ------------
Total expenses 5,520,503 1,053,635 275,549 6,849,687
------------ ------------ ------------ ------------
OPERATING (LOSS) INCOME (4,308,140) 86,950 (275,549) (4,496,739)
OTHER INCOME (EXPENSE):
Interest income (expense), net (675,195) 430 (674,765)
Other expense (31,518) (7,293) (38,811)
------------ ------------ ------------ ------------
Total other expense, net (706,713) (6,863) (713,576)
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE INCOME TAX (5,014,853) 80,087 (275,549) (5,210,315)
INCOME TAX EXPENSE (BENEFIT) 20,040 (20,040) (b)
------------ ------------ ------------ ------------
NET (LOSS) INCOME $ (5,014,853) $ 60,047 $ (255,509) $ (5,210,315)
============ ============ ============ ============
BASIC AND DILUTED LOSS
PER SHARE $ (0.48) $ (0.49)
============ ============
WEIGHTED AVERAGE BASIC AND
DILUTED SHARES OUTSTANDING 10,404,446 286,458 (c) 10,690,904
============ ============ ============
</TABLE>
See notes to the unaudited pro forma condensed statement of operations.
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NETVOICE TECHNOLOGIES CORPORATION
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
HISTORICAL
-------------------------- PRO FORMA
NETVOICE SYNETRIC ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C> <C>
REVENUES $ 5,627,094 $ 79,705 $ - $ 5,706,799
EXPENSES:
Direct expenses 5,543,956 27,976 5,571,932
General and administrative expenses 4,032,475 100,040 114,810 (a) 4,247,325
------------ ------------ ------------ ------------
Total expenses 9,576,431 128,016 114,810 9,819,257
------------ ------------ ------------ ------------
OPERATING LOSS (3,949,337) (48,311) (114,810) (4,112,458)
OTHER INCOME (EXPENSE):
Interest (expense) (527,509) (352) (527,861)
Interest income 12,885 12,885
------------ ------------ ------------ ------------
Total other expense, net (514,624) (352) (514,976)
------------ ------------ ------------ ------------
NET LOSS $ (4,463,961) $ (48,663) $ (114,810) $ (4,627,434)
============ ============ ============ ============
BASIC AND DILUTED LOSS
PER SHARE $ (0.36) $ (0.36)
============ ============
WEIGHTED AVERAGE BASIC AND
DILUTED SHARES OUTSTANDING 12,543,487 286,458 (c) 12,829,945
============ ============ ============
</TABLE>
See notes to the unaudited pro forma condensed statement of operations.
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Notes to Unaudited Pro Forma Condensed Statement of Operations
(a) Amount reflects the adjustment to record the amortization of
goodwill from the allocation of the purchase price. The pro
forma adjustment assumes goodwill will be amortized on a
straight-line basis over an estimated useful life of ten (10)
years. This determination of the estimated useful life at the
date of consummation of the acquisition is based on the best
information available at that date.
(b) Income taxes have been adjusted to reflect pro forma income taxes
at the Company's estimated effective tax rate, after adjustment
for deferred income tax valuation allowance.
(c) Amount represents the additional shares issued to the eight (8)
individuals, including officers and directors of Synetric.
Pursuant to the Stock Purchase Agreement ("Agreement"), Netvoice
issued 286,458 shares of restricted common stock, subject to Rule 144
promulgated under the Securities and Exchange Commission. The
registered holder of the restricted common stock must retain
ownership of the common stock for a period of one (1) year. The
Agreement provides that of the 286,458 shares delivered at closing,
33,229 shares will be held in escrow for a period of one
(1) year following the closing to satisfy any future
indemnification claims.
(d) Subsequent to the issuance of the Company's consolidated
financial statements as of and for the year ended December 31,
1999, the Company's management determined that the cost for the
purchase of a customer list from a company owned by a shareholder
in June 1999 should have been accounted for as a capital
distribution, and the proceeds from the sale of such customer
list and the excess of the proceeds from the sale of another
customer list over its amortized carrying cost, both having been
sold to another minority shareholder in December 1999, should
have been accounted for as capital contribution. Previously, the
purchase was accounted for as an asset acquisition with
amortization of the cost charged to expense, and the sale was
accounted for as an asset disposition with a gain recognized. As
a result, the Company's 1999 consolidated financial statements
have been restated from amounts previously reported to
appropriately account for these transactions. The effects of the
restatement are summarized as follows:
A summary of the significant effects of the restatement on the
1999 consolidated statement of operations is as follows:
AS PREVIOUSLY AS
REPORTED RESTATED
Statement of operations
General and Administrative Expenses 3,412,473 3,477,104
Total Expenses 5,455,872 5,520,503
Operating Loss (4,243,509) (4,308,140)
Net Loss (4,950,222) (5,014,853)
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SIGNATURES
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.
NETVOICE TECHNOLOGIES CORPORATION
Date: September 27, 2000 By: /s/ JEFFREY ROTHELL
------------------------------
Jeffrey Rothell, President,
Chief Executive Officer
Date: September 27, 2000 By: /s/ GARTH COOK
------------------------------
Garth Cook, Treasurer, Chief
Financial Officer and Chief
Accounting Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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2.1 Stock Purchase Agreement dated May 19, 2000 by and between
Netvoice Technologies Corporation and Synetric, Inc. and exhibits
(filed as Exhibit 2.1 to the Company's Form 8-K and incorporated
herein by reference)
99.10* Financial statements of Synetric, Inc.
__________
* Filed herewith.
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