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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K / A
AMENDMENT NO. 1
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 24, 1996
COMPRESSION LABS, INCORPORATED
(Exact name of registrant as specified in its charter)
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DELAWARE 0-13218 94-2390960
(State or other jurisdiction (Commission (I.R.S. Employer Identification No.)
of incorporation or organization) File Number)
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350 EAST PLUMERIA, SAN JOSE, CALIFORNIA 95134
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (408) 435-3000
2860 JUNCTION AVE., SAN JOSE, CALIFORNIA 95134
(Former name or former address, if changed since last report)
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The undersigned registrant hereby amends its current Report on Form 8-K, dated
June 24, 1996, as follows:
ITEM 7. PRO FORMA FINANCIAL INFORMATION
COMPRESSION LABS, INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PRO FORMA, ADJUSTED FOR DISPOSITION OF ASSETS
(Unaudited)
1. BASIS OF PRESENTATION
During November 1995, the Company adopted a strategic plan to
discontinue operations of its broadcast products division. The results
for the division, including estimated gains or losses from disposition
of assets related to the discontinued operations, have been accounted
for in accordance with Accounting Principles Board Opinion No. 30, and
were included in the financial statements for the period ending
December 31, 1995. The adjustments presented in the accompanying
Condensed Consolidated Financial Statements reflect the pro forma
effect of the Company's disposition of assets related to the
discontinued operations.
2. CONSOLIDATED STATEMENTS OF OPERATIONS
For the pro forma presentation of the Consolidated Statements of
Operations, amounts related to the discontinued operation were
eliminated from the Net income (loss), and the related per share
calculations, for the year ended December 31, 1995.
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CONSOLIDATED STATEMENTS OF OPERATIONS
COMPRESSION LABS, INCORPORATED
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Year ended December 31, 1995
Historical Pro Forma
(In thousands, except per share amounts) (Audited) Adjustments (Unaudited)
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REVENUES $ 112,979 $ -- $ 112,979
Cost of revenues 79,359 -- 79,359
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GROSS MARGIN 33,620 -- 33,620
OPERATING EXPENSES:
Selling, general and administrative 42,761 -- 42,761
Research and development 9,974 -- 9,974
Settlement of litigation 897 -- 897
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53,632 -- 53,632
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NET LOSS FROM OPERATIONS (20,012) -- (20,012)
Interest income 114 -- 114
Interest expense (1,142) -- (1,142)
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Net loss from continuing operations (21,040) -- (21,040)
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Discontinued operations:
Income (loss) from operations of Broadcast Products Division (1,941) 1,941 --
Loss on disposal of Broadcast Products Division (34,601) 34,601 --
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Net income (loss) from discontinued operations (36,542) 36,542 --
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NET INCOME (LOSS) $ (57,582) $ 36,542 $ (21,040)
========= ========= =========
Net income (loss) per share:
Net loss from continuing operations (1.37) -- (1.37)
Net income (loss) from discontinued operations (2.39) 2.39 --
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NET INCOME (LOSS) PER SHARE $ (3.76) $ 2.39 $ (1.37)
========= ========= =========
Weighted average common shares and common share
equivalents outstanding 15,304 15,304 15,304
========= ========= =========
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See accompanying Notes to Condensed Consolidated Financial Statements.
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INDEX TO EXHIBITS
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Exhibit
Number
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10.48 Asset Purchase Agreement between Compression Labs, Incorporated, a
Delaware Corporation, and Charger Industries, Inc., a California
Corporation, dated as of June 7, 1996 (incorporated by reference from
Exhibit 1 to the registrant's Report on Form 8-k dated June 7, 1996).
20.1 CLI Press Release dated June 10, 1996, regarding the agreement to sell
Magnitude product family to General Instrument.
27.01 Article 5 of Regulation S-X, Financial Data Schedules for Compression
Labs, Incorporated, for the six month period ended June 30, 1996
(incorporated by reference from Exhibit 27.01 to the registrant's
Report on Form 10-Q for the quarterly period ended June 30, 1996).
99.01 Condensed Consolidated Statements of Operations for the six months
ended June 30, 1996 (incorporated by reference from the registrant's
Report on Form 10-Q for the quarterly period ended June 30, 1996.
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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.
COMPRESSION LABS, INCORPORATED
BY /s/ Michael E. Seifert
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Michael E. Seifert
Vice President, Finance and Chief Accounting Officer
August 23, 1996
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