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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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 16, 2000
GENERAL AUTOMATION, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-5260
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(State of incorporation) or other jurisdiction (Commission File Number)
95-248811
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(I.R.S. Employer Identification Number)
17731 Mitchell North, Irvine, California 92614
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 250-4800
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On August 2, 2000, General Automation, Inc. ("GA") sold its line of Pick-based
database management products and related assets to Pick Systems for $2,500,000
in cash, a Promissory Note in the principal amount of $500,000 (the "Note"), and
royalties in an amount equal to 20% of certain sales made by Pick Systems during
the twenty-four month period commencing August 1, 2000. The Note does not bear
interest and is due and payable in full on December 31, 2000. Concurrently with
the consummation of this transaction, royalties owed to Pick Systems by GA in
the aggregate amount of $1,284,000 were also extinguished.
The assets sold to Pick Systems consisted of (a) the line of products previously
sold by GA under the names R83, R91, Mentor Operating Environment (MOE), Mentor
PC/OS, mvBase, mvEnterprise, mvPRO, Sequoia PICK, Sequoia PRO, PICK O/A, CIE
PICK and PICK64+; (b) all intellectual property unique to those products,
including trademarks; (c) the service contracts related to those products; (d)
all accounts receivable derived from service contracts pertaining to those
products, and (e) certain other related assets.
In accordance with Article 210.11-02 (a) of regulation S-X, the following
narrative description of pro-forma adjustments related to the sale of the
registrants database business to Pick Systems, Inc., and reported on SEC Form
8-K on August 14, 2000, is filed as an amendment to that Form 8-K. Use of
Estimates: the preparation of pro-forma financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Pro-Forma Adjustments: For the nine months ended June 30, 2000:
Had the sale of the database business been consummated at the beginning of
fiscal 2000, previously reported results of operations and financial condition
would have been adjusted as follows:
<TABLE>
<CAPTION>
6/30/00 - AS REPORTED PRO-FORMA ADJUSTMENTS 6/30/00 - PRO-FORMA RESULTS
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<S> <C> <C> <C>
Total Sales $17,089,000 (11,742,794) 5,346,206
Cost of Sales 10,326,000 (7,537,629) 2,788,731
Gross Profit 6,763,000 (4,205,165) 2,557,835
Operating Expenses 8,618,000 (5,257,020) 3,660,980
Operating Income/Loss (1,855,000) 1,051,855 (803,145)
Current Assets 4,131,000 (495,356) 3,635,644
Total Assets 9,086,000 (1,510,048) 7,575,952
Current Liabilities 12,556,000 (2,636,539) 9,919,461
Basic EPS (.21) .15 .06
Weighted Shares Outstanding 12,421,375 12,421,375 12,421,375
</TABLE>
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Pro-Forma Adjustments:
For the fiscal year ended September 30, 1999:
<TABLE>
<CAPTION>
9/30/99 - AS REPORTED PRO-FORMA ADJUSTMENTS 9/30/99 - PRO-FORMA RESULTS
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<S> <C> <C> <C>
Total Sales $28,868,000 (16,987,152) $11,880,848
Cost of Sales 17,464,000 (10,722,457) 6,741,543
Gross Profit 11,404,000 (6,264,695) 5,139,305
Operating Expenses 13,323,000 (7,409,240) 5,913,760
Operating Income/Loss (1,919,000) 1,144,545 (774,455)
Current Assets 7,302,000 (876,240) 6,425,760
Total Assets 11,166,000 (1,842,396) 9,323,604
Current Liabilities $14,092,000 (2,959,320) 11,132,680
Basic EPS .08 .13 .21
Weighted Shares Outstanding 9,338,851 9,338,851 9,338,851
</TABLE>
The adjustments to sales and cost of sales includes the effect of the Company
not selling computer hardware, in addition to the loss of sales, and associated
cost of sales, related to the database software. Under the original Pick license
agreements, the Company was required to "bundle", or load, its software with
certain computer hardware before that software could be sold. Management
estimates that a combination of licensing fees, overhead and low-margin hardware
product associated with its database business, contributed significantly to
reported losses in the Company's history. Pro-forma adjustments also include
estimates of increased marketing and technology costs the Company would have
incurred if it had sold the database business earlier in the prospective
reporting periods.
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.
October 13, 2000 GENERAL AUTOMATION, INC.
By: /s/ Richard H. Nance
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Richard H. Nance, Chief Financial
Officer
