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FORM 8-K/A
AMENDMENT TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
September 30, 1997
FORWARD INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
New York 0-6669 13-1950672
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State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
275 Hempstead Turnpike
West Hempstead, New York 11552
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(Address of principal executive offices)
Registrant's Telephone Number, including
area code: (516) 564-1100
Not Applicable
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(Former Address, if changed since last report)
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Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
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By Current Report on Form 8-K dated September 30, 1997 (the "Original
Form 8-K"), Forward Industries, Inc. (the "Company") reported the completion of
its disposition of certain assets relating to its advertising specialties
business. At the time of the filing of the Original Form 8-K with the
Securities and Exchange Commission it was impractical to file the financial
information with respect to the disclosed disposition as required by Item 7(b)
of Form 8-K. This information is now available. Accordingly, Item 7 is
supplemented by the addition of the following:
(b) Description of the Transaction and Financial Information:
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DESCRIPTION OF TRANSACTION AND FINANCIAL INFORMATION
On September 30, 1997 Koszegi Industries, Inc. ("Koszegi"), a wholly-owned
subsidiary of the Company, sold certain of its assets, consisting primarily of
inventory and equipment relating to its Advertising Specialties division
("ASI"), to Amplaco Group, Inc. ("Amplaco"). In addition, Amplaco will assume
certain liabilities of Koszegi, including a portion of Koszegi's lease
obligations with respect to its manufacturing facility in South Bend, Indiana.
Koszegi's ASI business consists of the design, manufacture and sale of
advertising specialties fabricated from vinyl. Advertising specialties are
articles which have imprinted on them an advertiser's name and advertising
message and are usually distributed by the advertiser without cost to the
recipients.
The selling price was $1,350,000 (subject to adjustment as discussed below) and
is to be received as follows:
1. $500,000 in cash.
2. The receipt of a non-interest bearing secured subordinated promissory
note for $850,000, payable in monthly installments of $23,611
commencing in October 1997 through September 2000. Interest on the
note will be imputed at 12.5%.
The selling price is subject to the value of the inventory. If the value of the
inventory as of the closing date is less than or greater than $400,000, then
the purchase price will be adjusted on a dollar for dollar basis (the
"Inventory Adjustment"). Upon the final determination of the Inventory
Adjustment, such amount will be paid by Amplaco or the Company immediately with
accrued interest.
The Company estimates that it will recognize a gain of $454,000 computed as
follows:
Selling price $1,350,000
Less: Imputed interest on note (144,000)
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Net selling price $1,206,000
Costs (1) 752,000
Estimated gain on sale $ 454,000
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(l) Costs include inventory, property and equipment and estimated fees and
other expenses related to the sale.
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DESCRIPTION OF TRANSACTION AND FINANCIAL INFORMATION
(Continued)
For the year ended September 30, 1996, ASI accounted for the following results:
ASI COMPANY
AMOUNT AMOUNT %
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Net Sales $3,191,909 $17,871,697 17.9%
Loss from operations (526,172) (1,801,287) 29.5%
Total assets 1,292,265 8,800,756 14.7%
For the nine months ended June 30, 1997, ASI accounted for the following
results:
ASI COMPANY
AMOUNT AMOUNT %
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Net Sales 1,840,494 $10,848,948 17.0%
Income (loss) from operations (819,888) 346,046 -236.9%
Total assets 1,243,034 9,333,833 13.3%
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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 hereunto duly authorized.
December 12, 1997
FORWARD INDUSTRIES, INC.
By: /s/ Theodore H. Schiffman
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Theodore H. Schiffman
Chairman and Chief Executive Officer
