UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Amendment No. 1 Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 9, 1997
TYREX OIL COMPANY
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(Exact name of registrant as specified in its charter)
Wyoming 09358 83-0245581
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(State of (Commission (I.R.S. Employer
Organization) File Number) Identification No.)
777 No. Overland Trail
Suite 101, Post Office Box 2459
Casper, Wyoming
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(Address of principal executive offices
including Zip Code)
Registrant's telephone number, including area code: (307) 234-4260
<PAGE>
Item 7. Financial Statements and Exhibits.
- ------------------------------------------
(b) Pro forma financial information. The following pro forma financial
statements are provided in connection with that certain Agreement and Plan of
Reorganization and Transition Agreement whereby the Registrant acquired
Kimbrough Computer Sales, Inc. d.b.a. 3SI, Inc. in a triangular merger
(reference is hereby made to the Registrant's initial Form 8-K dated June 6,
1997 for further details regarding the transaction).
Pro forma combined Tyrex Oil Company and Kimbrough Computer
Sales, Inc. d.b.a. 3SI, Inc.
----------------------------
i. Balance Sheet at March 31, 1997 and Statement of Operations
for the Three Months Ended March 31, 1997.
ii. Statement of Operations for the Year Ended December 31,
1996.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned duly
authorized.
TYREX OIL COMPANY
By: /s/ Tom N. Richardson
--------------------------
Tom N. Richardson, President
Date: September 9, 1997
<PAGE>
TYREX OIL COMPANY
and
Kimbrough Computer Sales, Inc. d.b.a.
3SI , INC.
Solution, System & Service Integration
PRO FORMA FINANCIAL STATEMENTS
Relating to the Merger Transaction Occurring
May 28, 1997 Previously Reported on
Form 8-K Filed June 6, 1997
(UNAUDITED)
<PAGE>
<TABLE>
TYREX OIL COMPANY
and 3SI, INC.
Pro Forma Balance Sheet
March 31, 1997
<CAPTION>
(Unaudited) Pro Forma Total
Tyrex 3Si Adjustments Proforma
Dr Cr
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,807,658 28,024 (2) 625,000$ 1,210,682
Accounts receivable 140,842 2,563,676 2,704,518
Inventories - 399,817 399,817
Other current assets 105 89,754 89,859
Total 1,948,605 3,081,271 - 625,000 4,404,876
PROPERTY AND EQUIPMENT, at cost
Oil and gas properties, net 1,075,827 - (1) 28,356 1,104,183
Furniture, fixtures, and 3,369 341,388 344,757
equipment, net
Total 1,079,196 341,388 28,356 - 1,448,940
OTHER ASSETS
Investments - - -
Intangible assets - - (2) 625,000 625,000
Other 359 20,400 20,759
Total 359 20,400 625,000 - 645,759
$ 3,028,160 3,443,059 653,356 625,000 6,499,575
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Line of credit with a bank $ - 1,175,000 1,175,000
Accounts payable 51,474 1,775,551 1,827,025
Customer deposits 180,325 90,780 271,105
Current portion of debt and leases 944 21,534 22,478
Accrued expenses 56,398 281,397 337,795
Total 289,141 3,344,262 - - 3,633,403
LONG-TERM DEBT - 72,796 72,796
DEFERRED COMPENSATION 38,602 - 38,602
STOCKHOLDERS' EQUITY
Common stock, $.01 par value,
authorized 50,000,000 shares;
outstanding 10,960,091 109,601 (1) 283,333 392,934
Common stock, no par value,
authorized 50,000 shares; issued
and outstanding 300 shares 30,000 (1) 30,000 -
Additional paid-in capital 5,396,910 (1)3,025,084 2,371,826
Retained earnings (deficit) (2,800,107) (3,999) (1) 2,800,107 (3,999)
2,706,404 26,001 3,055,804 3,083,440 2,760,761
Less: Treasury stock, at cost,
45,000 shares (5,987) - (5,987)
Total 2,700,417 26,001 3,055,084 3,083,440 2,754,774
$ 3,028,160 3,443,059 3,055,084 3,083,440 6,499,575
<FN>
See accompanying notes to pro forma financial statements
</TABLE>
PF-1
<PAGE>
<TABLE>
TYREX OIL COMPANY
and 3SI, INC.
Pro Forma Statement of Operations
For the Three Months Ended March 31, 1997
<CAPTION>
(Unaudited) Pro Forma Total
Tyrex 3Si Adjustments Pro Forma
Dr Cr
<S> <C> <C> <C> <C> <C>
Revenues:
Sales of computer products and services $ - 5,061,519 5,061,519
Total revenues - 5,061,519 - - 5,061,519
Costs:
Cost of computer products and services - 3,470,949 3,470,949
Royalty - 75,938 75,938
General and admin - 1,563,514 1,563,514
Total costs - 5,110,401 - - 5,110,401
Earnings (loss) from operations - (48,882) - - (48,882)
Other income (expense):
Interest income - 2,580 2,580
Interest expense - (48,546) (48,546)
Other - 1,786 1,786
Total other income (expense) - (44,180) - - (44,180)
Income (loss) before income taxes - (93,062) - - (93,062)
Income taxes - - -
Net income (loss) from continuing
operations - (93,062) - - (93,062)
Earnings (loss) from discontinued oil and
gas operations:
Net income (loss) from operations 86,602 86,602
Gain on sales of properties and equipment 8,548 8,548
Earnings (loss) from discontinued
oil and gas operations 95,150 - - - 95,150
Net income (loss) $ 95,150 (93,062) - - 2,088
Weighted average common shares
outstanding 39,293,424
Earnings (loss) from continuing operations
per common share $ -
Earnings (loss) from discontinued
operations per common share $ -
Earnings (loss) per common share $ -
<FN>
See accompanying notes to proforma financial statements.
</TABLE>
PF-2
<PAGE>
<TABLE>
TYREX OIL COMPANY
and 3SI, INC.
Pro Forma Statement of Operations
For the Year Ended December 31, 1996
<CAPTION>
(Unaudited) Pro Forma Total
Tyrex 3Si Adjustments Pro Forma
Dr Cr
<S> <C> <C> <C> <C> <C>
Revenues:
Sales of computer products and services $ - 19,007,245 19,007,245
Total revenues - 19,007,245 - - 19,007,245
Costs:
Cost of computer products and services - 13,844,356 13,844,356
Royalty - 286,106 286,106
General and admin - 4,873,193 4,873,193
Total costs - 19,003,655 - - 19,003,655
Earnings (loss) from operations - 3,590 - - 3,590
Other income (expense):
Interest income - 16,584 16,584
Interest expense - (170,413) (170,413)
Other - (45,076) (45,076)
Total other income (expense) - (198,905) - - (198,905)
Income (loss) before income taxes - (195,315) - - (195,315)
Income taxes - - -
Net income (loss) from continuing
operations - (195,315) - - (195,315)
Earnings (loss) from discontinued oil and
gas operations:
Net income (loss) from operations 45,398 45,398
Gain on sales of properties and equipment 10,345 10,345
Earnings (loss) from discontinued
oil and gas operations 55,743 - - - 55,743
Net income (loss) $ 55,743 (195,315) - - (139,572)
Weighted average common shares
outstanding 39,231,379
Earnings (loss) from continuing
operations per common share $ -
Earnings (loss) from discontinued
operations per common share $ -
Earnings (loss) per common share $ -
<FN>
See accompanying notes to proforma financial statements.
</TABLE>
PF-3
<PAGE>
TYREX OIL COMPANY AND 3SI, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
The accompanying unaudited pro forma financial statements have been prepared in
accordance with generally accepted accounting principles and include, in
management's opinion, all adjustments necessary to fairly present the financial
position and results of operations for the periods covered by such statements.
The pro forma balance sheets were derived from the audited balance sheet of 3Si
and the unaudited balance sheet of the Registrant as of December 31, 1996 and
the unaudited balance sheets of 3Si and the Registrant as of March 31, 1997.
The pro forma statements of operations were derived from the audited statements
of operations for 3Si for the year ended December 31, 1996 and the unaudited
statements of operations for the Registrant for the year ended December 31,
1996. The pro forma statements of operations for the quarter ended March 31,
1997 were derived from the unaudited statements of operations for 3Si and the
Registrant.
As part of the merger and transition agreement, Tyrex Oil Company will
completely divest itself of its oil and gas properties and discontinue all of
its oil and gas operating activities. As such, the operating activities and
gain on sales of properties for Tyrex Oil Company during the periods included in
these pro forma financial statements have been presented as from discontinued
operations.
Certain information and footnote disclosures have been omitted or condensed. It
is suggested that the unaudited pro forma financial statements and notes thereto
included in this report should be read in conjunction with the audited financial
statements filed as exhibits to the Form 8-K previously filed.
Note 2. Acquisition of Assets
On May 28, 1997, Tyrex Oil Company (the Registrant) entered into an Agreement
and Plan of Reorganization and Transition Agreement whereby it was acquired by
Kimbrough Computer Sales, Inc. d/b/a 3Si, Inc. in a triangular merger. A
transitory corporation formed for the purpose and wholly owned by the Registrant
was merged with and into 3Si and 3Si was the surviving corporation which is now
a wholly owned subsidiary of the Registrant. The acquisition has been accounted
for using the purchase method of accounting.
The consideration paid by 3Si for the Registrant, as a public company, is
presumed to equal the value of the Registrant's outstanding securities as of the
date of acquisition. The excess of the consideration over the Registrant's net
assets at the date of acquisition has been allocated to the value of oil and gas
properties. As part of the transaction, the Registrant was required to buyout
the royalty agreement from the predecessor 3Si shareholders which is being
amortized using the straight-line method over 20 years.
PF-4
<PAGE>
TYREX OIL COMPANY AND 3SI, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Note 3. Pro Forma Adjustments
Pro forma adjustments were prepared as though the merger transaction had
occurred as of the balance sheet date for the pro forma balance sheets presented
(March 31, 1997) and as of the beginning of the period of each of the periods
presented for the pro forma statements of operations (January 1, 1996 for the
year ended December 31, 1996; and, January 1, 1997 for the quarter ended March
31, 1997). The following are descriptions of the pro forma adjustments
reflected in the pro forma financial statements:
(1)Registrant's issuance of 28,333,333 of its common shares, par value
$.01, to the three owners of 3Si, to consummate the triangular merger
of 3Si and the Registrant and the acquisition of Tyrex Oil Company by
3Si based on the value of the outstanding shares of the Registrant at
the date of the acquisition. The excess of the consideration paid
over the net assets of the Registrant has been allocated entirely to
the value of the oil and gas properties.
(2)Registrant's buyout of the royalty agreement from the predecessor 3Si
shareholders which is being amortized using the straight-line method
over 20 years.
PF-5
<PAGE>
