<PAGE>
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): October 31, 1997
APERTUS TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 0-12378 41-1349953
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
7275 Flying Cloud Drive, Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 828-0300
Not Applicable
(Former name or former address, if changed since last report.)
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The undersigned registrant, Apertus Technologies Incorporated (the
"Company"), hereby amends Item 7 of its Current Report on Form 8-K, dated
October 31, 1997 (initially filed with the Commission on November 10, 1997),
to include the pro forma financial information indicated in Item 7 below. The
November 10, 1997 original filing of the Form 8-K described (a) the Company's
acquisition (the "Merger") of Carleton Corporation, a Massachusetts
corporation ("Carleton"), pursuant to an Agreement and Plan of Merger dated
October 24, 1997 between the Company and Carleton (the "Merger Agreement"),
and (b) the sale (the "Asset Sale") of the Company's Internet Solutions
Division to a wholly owned subsidiary of Computer Network Technology
Corporation, a Minnesota corporation ("CNT"), pursuant to an Asset Purchase
Agreement dated October 24, 1997 among CNT, a subsidiary of CNT and the
Company and certain of its subsidiaries. Under the terms of the Merger
Agreement, the Company acquired the stock of Carleton through (i) the issuance
of approximately 2,161,000 shares of the Company's common stock, (ii) issuance
of accreting notes issued by the Company with an aggregate initial face value
of $2.0 million that are subject to adjustment and (iii) the rollover of
outstanding Carleton stock options and warrants that could convert into
approximately 501,000 and 135,000 shares, respectively, of the Company's
common stock upon full exercise. Under the terms of the Asset Purchase
Agreement, the Company sold the assets of its Internet Solutions Division to
CNT for $11,412,000 in cash plus the assumption of certain liabilities by CNT.
Item 7. Financial Statements and Exhibits.
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(b) Pro forma financial information
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The following pro forma financial statements are included below:
Pro Forma Condensed Balance Sheet as of September 28, 1997 (unaudited)
Pro Forma Condensed Statement of Operations for the Year Ended March 30,
1997 (unaudited)
Pro Forma Condensed Statement of Operations for the Six Months Ended
September 28, 1997 (unaudited)
Notes to Financial Statements
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Apertus Technologies Incorporated
---------------------------------
Pro Forma Financial Information (Unaudited)
The following unaudited pro forma condensed financial information
illustrates the estimated effects of the Merger between Apertus and Carleton
(treated as a purchase for accounting purposes) and the Asset Sale by Apertus
to CNT. The pro forma information assumes that the Merger and Asset Sale had
occurred as of the beginning of the respective periods presented in the pro
forma condensed statements of operations. In the case of the unaudited pro
forma condensed balance sheet, the Merger and Asset Sale are reflected on a
pro forma basis as if each occurred on September 28, 1997.
The unaudited pro forma condensed balance sheet includes the balance
sheet of the Company as of September 28, 1997 (as previously filed on the
Company's Form 10-Q for the quarter then ended) and the balance sheet of
Carleton as of September 30, 1997. The unaudited pro forma condensed statement
of operations for the year ended March 30, 1997 includes the results of the
Company for the year then ended and the operations of Carleton for its year
ended February 28, 1997. The unaudited pro forma condensed statement of
operations for the six months ended September 28, 1997 includes the results of
the Company for the six months then ended and the results of Carleton for its
six months ended August 31, 1997.
In the opinion of the Company's management, all adjustments necessary
to present fairly such unaudited pro forma financial statements have been made
based on the terms and structure of the Merger and the Asset Sale described
above. The unaudited pro forma financial statements are presented for
illustrative purposes only and are not necessarily indicative of the actual
results that would have been achieved had the transactions occurred on the
dates indicated, nor do they purport to indicate the results of future
operations or financial position of the Company.
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APERTUS TECHNOLOGIES INCORPORATED
PRO FORMA CONDENSED BALANCE SHEET - UNAUDITED
September 28, 1997
IN (000's)
<TABLE>
<CAPTION>
Pro Forma Adjustments
--------------------------
Apertus Carleton Carleton Sale to
Historical Historical Acquisition CNT Pro Forma
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash $10,202 $ 242 $(2,754) A $10,136 I $17,694
(132) B
Cash in escrow 822 1,000 I 1,822
Accounts receivable 266 1,403 1,669
Other 178 72 250
----------------------------------------------------------
Total Current Assets 11,468 1,717 (2,886) 11,136 21,435
Property and equipment 2,833 542 3,375
Accumulated depreciation (1,633) (210) (1,843)
----------------------------------------------------------
Net Property and equipment 1,200 332 0 0 1,532
Capitalized software 1,030 73 1,103
Goodwill 550 C 0
1,962 D
4,322 E
1,064 F
1,865 G
(9,763) H
----------------------------------------------------------
Total Other Assets 1,030 73 0 0 1,103
Net Assets of Discontinued
Operations 6,424 (6,424) I 0
----------------------------------------------------------
TOTAL ASSETS $20,122 $ 2,122 $(2,886) $ 4,712 $24,070
==========================================================
Accounts payable $ 2,685 $ 225 $ 2,910
Accrued expenses 2,353 370 $ 770 C $ 1,146 J 4,639
Deferred revenue 143 638 781
Note payable 1,000 2,754 (2,754) A 1,000
----------------------------------------------------------
Total Current Liabilities 6,181 3,987 (1,984) 1,146 9,330
Long-term debt (132) B 1,610
(220) C
1,962 D
Common stock 714 1,056 108 E 822
(1,056) G
Additional paid-in capital 57,524 4,216 4,214 E 62,802
1,064 F
(4,216) G
Retained deficit (44,221) (7,137) 7,137 G 4,712 I (50,418)
(9,763) H (1,146) J
Unearned compensation (76) (76)
----------------------------------------------------------
Total Shareholders' Equity 13,941 (1,865) (2,512) 3,566 13,130
----------------------------------------------------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $20,122 $ 2,122 $(4,628) $4,712 $24,070
==========================================================
</TABLE>
See accompanying notes
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APERTUS TECHNOLOGIES INCORPORATED
PRO FORMA CONDENSED STATEMENT OF OPERATIONS - UNAUDITED
YEAR ENDED MARCH 30, 1997
(IN 000'S EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Apertus Carleton Pro Forma
Historical Historical Adjustments Pro Forma
-------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
Sales $ 27,167 $2,299 $(24,578) A $ 4,888
Service and other 9,963 2,098 (9,758) A 2,303
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37,130 4,397 (34,336) 7,191
COSTS AND EXPENSES
Cost of sales and service 15,436 880 (14,216) A 2,100
Research, development and engineering 9,631 1,795 (8,865) A 2,561
Selling, general and administrative 21,906 2,658 (17,361) A 6,503
(700) B
Gain on sales of product line (5,783) 5,783 A 0
Other charges 10,655 (9,467) A 1,188
-------------------------------------------------------
51,845 5,333 (44,826) 12,352
-------------------------------------------------------
Income (Loss) (14,715) (936) 10,490 (5,161)
OTHER INCOME (EXPENSE)
Interest expense (83) (2) (80) D (165)
Investment income 520 0 (155) A 778
413 C
-------------------------------------------------------
437 (2) (235) 613
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INCOME (LOSS) BEFORE INCOME TAXES (14,278) (938) 10,255 (4,548)
Income taxes (200) 0 180 A (20)
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NET INCOME (LOSS) $(14,478) $(938) $10,435 $(4,568)
=======================================================
Net Income (Loss) per Share $ (1.03) $ (0.28)
========== ==========
Weighted Average Shares Outstanding 14,112 2,161 E 16,273
========== ========= ==========
</TABLE>
See accompanying notes
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APERTUS TECHNOLOGIES INCORPORATED
PRO FORMA CONDENSED STATEMENT OF OPERATIONS - UNAUDITED
SIX MONTHS ENDED SEPTEMBER 28, 1997
(IN 000'S EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Apertus Carleton Pro Forma
Historical Historical Adjustments Pro Forma
-------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
Sales $ 624 $ 774 $ 1,398
Service and other 191 1,092 1,283
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815 1,866 0 2,681
COSTS AND EXPENSES
Cost of sales and service 857 620 1,477
Research, development and engineering 981 838 1,819
Selling, general and administrative 1,908 1,631 (350) A 3,189
-------------------------------------------------------
3,746 3,089 (350) 6,485
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Income (Loss) (2,931) (1,223) 350 (3,804)
OTHER INCOME (EXPENSE)
Interest expense (34) (28) (40) C (74)
28 D
Investment income 236 1 207 B 444
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202 (27) 195 370
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INCOME (LOSS) BEFORE INCOME TAXES (2,729) (1,250) 545 (3,434)
Income taxes (5) (5)
-------------------------------------------------------
NET INCOME (LOSS) $(2,734) $(1,250) $ 545 $(3,439)
=======================================================
Net Income (Loss) per Share $ (0.19) $ (0.21)
========== ==========
Weighted Average Shares Outstanding 14,193 2,161 E 16,354
========== ======== ==========
</TABLE>
See accompanying notes
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APERTUS TECHNOLOGIES INCORPORATED
NOTES TO PRO FORMA CONDENSED FINANCIAL INFORMATION - UNAUDITED
(All amounts in 000's)
1. The unaudited Pro Forma Condensed Balance Sheet as of September 28, 1997
includes adjustments to reflect the following:
A Pay-off outstanding debt of Carleton of $2,754.
B Cash payout to minority shareholders of $132.
C Estimated transaction costs of $770.
D Issuance of note payable for $1,962 ($2,000 reduced by notes
related to warrant holders, with exercise price significantly above
market, of $38). Note is subject to certain offsets. Note could also
decrease by up to $1,000 based upon revenue performance. Note also
is subject to accretion based upon stock price performance.
E Issuance of 2,161 shares of common stock for conversion of Carleton
stock outstanding. (Market price used was $2.00 per share).
F Adjustment for options and warrants rolled over that have an
exercise price below market value of stock.
G Eliminate historical Carleton equity balances.
H Excess of purchase price over book value being expensed as
"Purchased R & D."
I Cash received for sale to CNT and net assets disposed of.
J Estimated transaction costs of $1,146 (including loss on operation
of discontinued operations).
2. The unaudited Pro Forma Condensed Statement of Operations for the year
ended March 30, 1997 includes adjustments to reflect the following:
A Discontinued operation of ISD business (including MQView product
line).
B Savings of $700 from employee terminations.
C Additional investment income of $413 related to the cash available
for investment.
D Interest of $80 on long-term debt.
E Issuance of 2,161 shares of common stock for conversion of Carleton
stock outstanding.
3. The unaudited Pro Forma Condensed Statement of Operations for the six
months ended September 28, 1997, includes adjustments to reflect the
following:
A Savings of $350 from employee terminations.
B Additional investment income of $207 related to the cash available
for investment.
C Interest expense of $40 on long-term debt.
D Eliminate interest expense of $28 on debt paid off.
E Issuance of 2,161 shares of common stock for conversion of Carleton
stock outstanding.
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Signature
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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.
Dated: January ___, 1998
APERTUS TECHNOLOGIES INCORPORATED
By /s/ Steven L. Thimjon
-----------------------------------
Steven L. Thimjon
Vice President and Chief Financial
Officer
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