<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
___________________
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
___________________
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 18, 1996
___________________
SPIRE INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
UTAH 0-6425 87-0284979
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
311 NORTH STATE STREET
SALT LAKE CITY, UTAH 84057
(Address of principal executive offices, including zip code)
(801) 226-3355
(Registrant's telephone number, including area code)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
ITEM 1. CONSUMMATION OF SHARE EXCHANGE
On April 18, 1996, the Registrant completed a share exchange and related
transactions (collectively, the "Share Exchange") pursuant to an Agreement and
Plan of Reorganization among the Registrant, Spire Technologies, Inc. ("Spire"),
Spire Technologies Systems Division, Inc. ("Spire Systems" and, collectively
with Spire, the "Spire Companies") and the holders of all the capital stock of
the Spire Companies (the "Spire Stockholders"). The shareholders of the
Registrant approved the Share Exchange in a special meeting held for such
purpose prior to the completion of the Share Exchange.
The Share Exchange, consummated on April 18, 1996, included the following
actions and transactions:
(a) The Registrant acquired all of the issued and outstanding shares
of the capital stock of Spire and Spire Systems in exchange for the issuance by
the Registrant of an aggregate of 3,501,883 shares of the common stock, par
value $0.25 per share, of the Registrant ("Common Stock") to the Spire
Stockholders;
(b) The Registrant amended its Articles of Incorporation to make
effective a one-for-seven reverse split of the shares of Common Stock issued and
outstanding at the effective time (the "Effective Time") of the Share Exchange;
(c) The Registrant amended its Articles of Incorporation to change
the name of the Registrant to Spire International Corp.;
(d) The Registrant adopted the Amacan Resources Corporation Stock
Incentive Plan (the "Option Plan");
(e) The Registrant substituted options to purchase shares of Common
Stock pursuant to the Option Plan for outstanding options to purchase shares of
the common stock, par value $.01 per share, of Spire issued pursuant to the
Spire 1995 Stock Option and Award Plan; and
(f) The officers and directors of the Registrant resigned from such
positions subsequent to the Effective Time and replacement officers and
directors were appointed by the Spire Stockholders.
As a result of the completion of the Share Exchange, a change in the
control of the Registrant has occurred. In connection with the Share Exchange,
the Spire Stockholders acquired beneficial ownership of approximately 90.0% of
the issued and outstanding shares of Common Stock. The amount of consideration
paid by the Registrant in the Share Exchange was determined through arms-length
negotiations between the Registrant and the Spire Companies, based upon the
business, financial condition, operations, management and prospects of the
Registrant and the Spire Companies. The Definitive Information Statement
describing the Share Exchange was filed with the Securities and Exchange
Commission on March 28, 1996. Copies of the Articles of Amendment and Share
Exchange filed with the Utah Department of Commerce giving effect to the Share
Exchange and of the press release announcing its consummation are attached as
exhibits 1 and 2 hereto, respectively.
ITEM 2. ACQUISITION OF THE SPIRE COMPANIES
By means of the Share Exchange, the Registrant acquired all of the issued
and outstanding capital stock of Spire and Spire Systems on April 18, 1996. The
manner of and consideration for the acquisition are described above in Item 1 of
this Report.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
The Combined Financial Statements of Spire and Spire Systems required
pursuant to this Item 7(a) are filed as part of this Report as pages 3 through
15.
(b) Pro forma financial information.
The pro forma financial information of the Registrant and the Spire
Companies required pursuant to this Item 7(b) are filed as part of this Report
as pages 16 through 19.
(c) Exhibits.
The following exhibits are included herein:
<TABLE>
<CAPTION>
REG S-K EXHIBIT
EXHIBIT NO. DESCRIPTION NO.
----------- ---------------------------------------- -------
<S> <C> <C>
4 Articles of Amendment and Share Exchange 1
99 Press Release dated April 22, 1996 2
</TABLE>
SIGNATURE
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.
SPIRE INTERNATIONAL CORP.
/s/ Robert K. Bench
-------------------------------------
Robert K. Bench
President
Date: May 3, 1996
-2-
<PAGE>
SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.
COMBINED FINANCIAL STATEMENTS
APRIL 30, 1995 AND 1994
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
-3-
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders of
Spire Technologies, Inc. and Spire Technologies Systems Division, Inc.:
We have audited the accompanying combined balance sheets of Spire Technologies,
Inc. and Spire Technologies Systems Division, Inc. as of April 30, 1995 and
1994, and the related combined statements of income, stockholders' equity, and
cash flows for the years then ended. These combined financial statements are
the responsibility of the Companies' management. Our responsibility is to
express an opinion on these combined financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Spire
Technologies, Inc. and Spire Technologies Systems Division, Inc. as of April 30,
1995 and 1994, and the combined results of their operations and their cash flows
for the years then ended in conformity with generally accepted accounting
principles.
/s/ KPMG Peat Marwick LLP
--------------------------
KPMG Peat Marwick LLP
Salt Lake City, Utah
January 5, 1996
-4-
<PAGE>
SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.
COMBINED BALANCE SHEETS
APRIL 30, 1995 AND 1994
<TABLE>
<CAPTION>
ASSETS 1995 1994
------ ---- ----
<S> <C> <C>
Current assets:
Cash $ 766,247 $ 493,460
Accounts receivable 1,524,948 879,007
Other current assets 17,410 26,518
Deferred tax assets (note 3) 39,041 27,468
---------- ----------
Total current assets 2,347,646 1,426,453
Fixed assets:
Land 36,021 36,021
Buildings 250,489 250,489
Furniture and equipment 372,669 258,274
Transportation equipment 11,516 11,516
Accumulated depreciation (202,484) (161,428)
---------- ----------
Net fixed assets 468,211 394,872
---------- ----------
$2,815,857 $1,821,325
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Notes payable to bank (note 2) -- --
Current portion of long-term debt (note 2) 87,527 50,912
Accounts payable 998,115 541,811
Accrued liabilities 360,388 55,370
Income taxes payable (note 3) 32,154 12,737
Deferred maintenance revenue 686,194 522,050
---------- ----------
Total current liabilities 2,164,378 1,182,880
---------- ----------
Long-term liabilities:
Long-term debt, excluding current portion (note 2) 223,412 307,755
Deferred tax liability (note 3) 4,773 6,131
---------- ----------
Total long-term liabilities 228,185 313,886
---------- ----------
Stockholders' equity (note 5):
Spire Technologies, Inc.
Common stock, $.01 par value. Authorized and issued
100,000 shares 1,000 1,000
Additional paid-in capital 7,410 7,410
Treasury stock, 17,000 shares, at cost (170,000) (170,000)
Spire Technologies Systems Division, Inc.
Common stock, no par value. Authorized 1,000,000
shares; issued and outstanding 100,000 shares 1,000 1,000
Combined retained earnings 583,884 485,149
---------- ----------
Total stockholders' equity 423,294 324,559
Commitments and contingencies (notes 4 and 7)
---------- ----------
$2,815,857 $1,821,325
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to combined financial statements.
-5-
<PAGE>
SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.
COMBINED STATEMENTS OF INCOME
YEARS ENDED APRIL 30, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
----------- ---------
<S> <C> <C>
Revenues:
Software licenses and maintenance $ 5,356,572 3,136,919
Hardware sales and service 4,318,111 2,906,492
----------- ---------
Total revenues 9,674,683 6,043,411
----------- ---------
Cost of sales:
Software licenses and maintenance 2,879,943 1,441,133
Hardware sales and service 3,734,132 2,525,896
----------- ---------
Total cost of sales 6,614,075 3,967,029
----------- ---------
Gross profit 3,060,608 2,076,382
Selling, general, and administrative expenses 2,927,081 2,032,513
----------- ---------
Income from operations 133,527 43,869
Other income (expense):
Interest income 10,272 8,812
Interest expense (28,348) (25,517)
Other income 29,772 --
----------- ---------
Total other income (expense) 11,696 (16,705)
----------- ---------
Income before taxes 145,223 27,164
Income tax expense (note 3) 46,488 8,931
----------- ---------
Net income $ 98,735 18,233
----------- ---------
----------- ---------
Net income per common share $ 0.53 0.09
----------- ---------
----------- ---------
</TABLE>
See accompanying notes to combined financial statements.
- 6 -
<PAGE>
SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.
COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED APRIL 30, 1995 AND 1994
<TABLE>
<CAPTION>
STI TOTAL
STI STSDI ADDITIONAL STOCK-
COMMON COMMON PAID-IN TREASURY RETAINED HOLDERS'
STOCK STOCK CAPITAL STOCK EARNINGS EQUITY
-------- ------ ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balances at April 30, 1993 $ 1,000 -- 7,410 -- 466,916 475,326
Stock issuance -- 1,000 -- -- -- 1,000
Stock repurchase -- -- -- (170,000) -- (170,000)
Net income -- -- -- -- 18,233 18,233
-------- ------ ---------- -------- -------- --------
Balances at April 30, 1994 1,000 1,000 7,410 (170,000) 485,149 324,559
Net income -- -- -- -- 98,735 98,735
-------- ------ ---------- -------- -------- --------
Balances at April 30, 1995 $ 1,000 1,000 7,410 (170,000) 583,884 423,294
-------- ------ ---------- -------- -------- --------
-------- ------ ---------- -------- -------- --------
</TABLE>
See accompanying notes to combined financial statements.
- 7 -
<PAGE>
SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.
COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30, 1995 AND 1994
<TABLE>
<CAPTION>
April 30, April 30,
1995 1994
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 98,735 $ 18,233
Adjustments to reconcile net income to net cash
provided by operating activities:
Deferred taxes (12,931) 12,249
Depreciation 41,056 37,313
Decrease (increase) in assets:
Accounts receivable (645,941) 368,801
Other current assets 9,108 (26,518)
Increase (decrease) in liabilities:
Accounts payable 456,304 (304,540)
Accrued liabilities 305,018 20,929
Income taxes payable 19,417 (2,135)
Deferred maintenance revenue 164,144 89,877
--------- ---------
Total adjustments 336,175 195,976
--------- ---------
Net cash provided by operating activities 434,910 214,209
--------- ---------
Cash flows from investing activities--purchase of fixed assets (114,395) (25,123)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of stock -- 1,000
Net borrowings on note payable to bank -- (13,166)
Principal payments of long-term debt (176,167) (52,167)
Proceeds from long-term debt issuance 128,439 --
--------- ---------
Net cash used in financing activities (47,728) (64,333)
--------- ---------
Net increase in cash 272,787 124,753
Cash at beginning of year 493,460 368,707
--------- ---------
Cash at end of year $ 766,247 $ 493,460
--------- ---------
--------- ---------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
- -------------------------------------------------
Cash paid for interest $ 28,348 $ 25,517
Cash paid for income taxes 23,832 17,705
</TABLE>
See accompanying notes to combined financial statements.
-8-
<PAGE>
SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
APRIL 30, 1995 AND 1994
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Spire Technologies, Inc. and Spire Technologies Systems Division, Inc., are
resellers of computer software and hardware, and also provide technical
support for certain software. Their customers consist of business and
governmental entities, geographically dispersed throughout the United
States. As a reseller, the Company is dependent upon third party
suppliers. Over seventy percent of the Company's revenues are derived from
products it obtains from three suppliers.
PRINCIPLES OF COMBINATION
The combined financial statements include the financial statements of Spire
Technologies, Inc. (Spire Technologies or STI) and Spire Technologies
Systems Division, Inc. (STSDI) (the Companies). The Companies operate
under the direction of the same management team and the ownership of the
two entities is controlled by the same individuals. STSDI has no
employees. All work is performed by Spire Technologies and a management
fee is charged for the services provided. All significant intercompany
balances and transactions have been eliminated in combination.
CASH EQUIVALENTS
Cash equivalents of $766,247 and $493,460 at April 30, 1995 and 1994,
respectively, consist of deposits at financial institutions. For purposes
of the combined statements of cash flows, the Companies consider all highly
liquid debt instruments with original maturities of three months or less to
be cash equivalents.
FIXED ASSETS
Fixed assets are stated at cost. Depreciation of fixed assets is computed
on the straight-line method over the estimated useful lives of individual
classes of assets. The estimated useful lives of the individual classes of
assets are as follows:
Buildings 40 years
Furniture and equipment 3-10 years
Transportation equipment 5 years
-9-
<PAGE>
SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
REVENUE RECOGNITION
Revenue from the sale of software licenses and hardware sales is recognized
at the time of delivery. Revenue from maintenance contracts and customer
service is recognized as the service is performed. Deferred maintenance
revenue consists of payments received on software maintenance contracts and
recorded as revenue over the period of the contract, which is typically one
year.
INCOME TAXES
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
INCOME PER SHARE
Per share amounts are computed by dividing net income by the weighted
average number of common shares outstanding. There were 183,000, and
190,499 weighted average common shares outstanding at April 30, 1995, and
April 30, 1994, respectively.
USE OF ESTIMATES
Management of the Companies has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these combined financial
statements in conformity with generally accepted accounting principles.
Actual results could differ from those estimates.
-10-
<PAGE>
SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(2) NOTE PAYABLE TO BANK AND LONG-TERM DEBT
Spire Technologies has available with a commercial bank an unsecured line
of credit agreement totaling $75,000. The line of credit bears interest at
prime plus two percent and expires March 23, 1996.
Long-term debt at April 30, 1995 and 1994, consisted of the following:
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
8.75% first mortgage payable in monthly installments of $1,385, including
interest, secured by the Company's land and building with a book value
of $261,495 at April 30, 1995 $ -- $128,033
8.25% first mortgage payable in monthly installments of $1,173, including
interest, with final payment of $107,417 due July 15, 1999, secured by
the Company's land and building with a book value of $261,495 at
April 30, 1995 125,755 --
8.70% SBA loan payable in monthly installments of $1,078, including
interest, secured by the Company's land and building with a book value
of $261,495 at April 30, 1995 104,754 107,736
5% simple interest loan payable in monthly installments of 1.4% of the Spire
Technologies gross margin from the prior month, secured by common stock
of Spire Technologies 80,430 122,898
-------- --------
Total long-term debt 310,939 358,667
Less current portion 87,527 50,912
-------- --------
Long-term debt, excluding current portion $223,412 $307,755
-------- --------
-------- --------
</TABLE>
-11-
<PAGE>
SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(2) NOTE PAYABLE TO BANK AND LONG-TERM DEBT (continued)
Aggregate maturities of long-term debt are as follows:
<TABLE>
<S> <C>
Year ended April 30:
1996 $ 87,527
1997 7,721
1998 8,400
1999 9,139
2000 112,877
Thereafter 85,275
--------
$310,939
--------
--------
</TABLE>
(3) INCOME TAXES
Income tax expense consists of:
<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- ------
<S> <C> <C> <C>
Year ended April 30, 1995:
Federal $50,242 (11,273) 38,969
State 9,177 (1,658) 7,519
------- ------- ------
$59,419 (12,931) 46,488
------- ------- ------
------- ------- ------
Year ended April 30, 1994:
Federal $(3,179) 10,679 7,500
State (139) 1,570 1,431
------- ------- ------
$(3,318) 12,249 8,931
------- ------- ------
------- ------- ------
</TABLE>
Actual income tax expense differs from the "expected" tax expense (computed
by applying the U.S. federal corporate income tax rate of 34 percent to
income before income taxes) as follows:
<TABLE>
<CAPTION>
1995 1994
------- ------
<S> <C> <C>
Computed "expected" tax expense $49,376 9,236
Increase (decrease) in income taxes
resulting from:
State income taxes, net of federal tax
benefit 4,963 840
Other (7,851) (1,145)
------- ------
Income taxes $46,488 8,931
------- ------
------- ------
</TABLE>
- 12 -
<PAGE>
SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(3) INCOME TAXES (continued)
The tax effects of temporary differences that give rise to current deferred
tax assets and noncurrent deferred tax liabilities at June 30, 1995 and
1994, are presented below:
<TABLE>
<CAPTION>
1995 1994
------- ------
<S> <C> <C>
Current deferred tax assets:
Vacation accrual $ 9,232 7,435
Allowance for bad debts 29,809 20,033
------- ------
Total current deferred tax assets $39,041 27,468
------- ------
------- ------
Noncurrent deferred tax liability -- tax
depreciation in excess of
book depreciation $ 4,773 6,131
------- ------
------- ------
</TABLE>
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Based upon
the level of historical taxable income and projections for future taxable
income over the periods which the deferred tax assets are deductible,
management believes it is more than likely than not the Companies will
realize the benefits of these deductible differences.
(4) LEASES
The Companies have several operating leases for office space and equipment,
all of which have terms of one year or less. The Companies incurred rent
expenses of $19,973 and $-0- for the years ended April 30, 1995 and 1994,
respectively. The Companies anticipate renewing these leases under options
clauses in the agreements. Rent expense under these options clauses for
1996 would be $66,174.
- 13 -
<PAGE>
SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(5) STOCK RESTRICTION AGREEMENT
Spire Technologies has entered into an agreement with each of its
stockholders that places certain restrictions on the transfer of common
stock by the stockholders. In general, in the event of a proposed transfer
of stock, the agreement provides Spire Technologies with the first right of
refusal to purchase the shares proposed for transfer. If Spire
Technologies declines to purchase the shares, other stockholders may
acquire the shares not acquired by Spire Technologies. If neither Spire
Technologies nor other stockholders exercise the right to purchase the
shares, the individual may transfer the shares to a third party with the
prior written consent of 75 percent of the issued and outstanding stock of
Spire Technologies. These restrictions would be eliminated in conjunction
with the business combination described in note 7.
(6) RETIREMENT PLAN
Spire Technologies has a qualified defined contribution retirement plan
under Section 401(k) of the Internal Revenue Code. The Plan covers all
employees who meet minimum age and service requirements, and allows
participants to defer a portion of their annual compensation on a pretax
basis. In addition, employer contributions are made at the discretion of
the Board of Directors. Participants are fully vested at all times in
employee contributions. Employer contributions vest over a six-year
period. Employer contributions of $11,545 and $6,001 were made for the
years ended April 30, 1995 and 1994, respectively.
(7) SUBSEQUENT EVENTS
In January 1996, the Companies entered into an agreement and plan of
reorganization with Amacan Resources Corporation (Amacan) that when
consummated will result in a business combination wherein the Companies
will become wholly owned subsidiaries of Amacan. Since 1974, Amacan has
been almost exclusively engaged as a participant with others in oil and gas
operations and development. Amacan's principal assets are working
interests in producing oil and gas wells and options or rights to
participate in the drilling of additional wells.
- 14 -
<PAGE>
SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(7) SUBSEQUENT EVENTS (continued)
At the closing of the business combination, (a) the 389,102 shares of
Amacan's common stock previously outstanding (as adjusted for a reverse
stock split) will remain outstanding and (b) Amacan will issue an
additional 3,501,883 shares of its common stock for all of the issued and
outstanding shares of the Companies' common stock. The business
combination will be treated for accounting purposes as a "reverse merger"
wherein the Companies will be shown as the acquiring company even though
Amacan will issue its common shares to acquire the Companies because the
stockholders of the Companies will have the significant majority of the
outstanding common stock after the combination, and management of the
Companies will become the management of the combined Companies. The
business combination will be accounted for as a purchase transaction with
the net assets of Amacan being recorded at their fair value at the date of
closing and operating results of Amacan prior to the business combination
will not be included with the historical operating results of the
Companies.
The following unaudited proforma financial information presents the
combined results of operations of the Companies and Amacan as if the
acquisition had occurred as of May 1, 1993. The proforma financial
information does not necessarily reflect the results of operations that
would have occurred had the Companies and Amacan constituted a single
entity during such periods.
<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,
----------------------
1995 1994
---------- ---------
<S> <C> <C>
Net sales $9,862,216 6,231,833
Net income 127,258 31,242
Net income per share .04 .01
</TABLE>
In December 1995, Spire Technologies adopted an employee stock option plan
for which 12,000 shares (pre merger) of its common stock have been reserved
for issuance under the plan. A total of 8,155 options (pre merger) were
granted, at a price of $44 per share upon adoption of the plan.
- 15 -
<PAGE>
AMACAN AND SPIRE COMPANIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
JANUARY 31, 1996
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
----------------------- ---------------------------
SPIRE
AMACAN COMPANIES ADJUSTMENTS COMBINED
--------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 56,523 $1,285,511 $ $1,342,034
Investments -- certificates of
deposit 454,119 -- 454,119
Accounts receivable 13,281 2,528,569 2,541,850
Other current assets -- 18,294 18,294
Deferred tax asset -- 11,310 11,310
--------- ---------- --------- ----------
Total current assets 523,923 3,843,684 4,367,607
--------- ---------- --------- ----------
Net property and equipment -- 484,320 484,320
Interest in oil and gas properties,
and equipment 224,213 -- (224,213)(3) --
--------- ---------- --------- ----------
$ 748,136 $4,328,004 $(224,213) $4,851,927
--------- ---------- --------- ----------
--------- ---------- --------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable to bank $ -- $ 3,722 $ $ 3,722
Current portion of long--term
debt -- 7,560 7,560
Accounts payable and
accrued expenses 78,584 1,910,843 1,989,427
Income taxes payable -- 384,073 384,073
Deferred maintenance
revenue -- 853,946 853,946
--------- ---------- --------- ----------
Total current liabilities 78,584 3,160,144 3,238,728
Long--term liabilities:
Debt, excluding current
portion -- 217,682 217,682
Deferred tax liability -- 45,549 45,549
Deferred compensation 15,150 -- 15,150
--------- ---------- --------- ----------
Total long--term liabilities 15,150 263,231 278,381
Stockholders' equity:
Common stock 680,929 2,000 289,817 (1) 972,746
Additional paid--in capital 89,504 73,200 (162,704)(1) --
Treasury stock -- (126,140) 126,140 (2) --
Retained earnings (deficit) (116,031) 955,569 (477,466)(3) 362,072
--------- ---------- --------- ----------
Net stockholders' equity 654,402 904,629 (224,213) 1,334,818
--------- ---------- --------- ----------
$ 748,136 $4,328,004 $(224,213) $4,851,927
--------- ---------- --------- ----------
--------- ---------- --------- ----------
</TABLE>
- 16 -
<PAGE>
AMACAN AND SPIRE COMPANIES
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENTS
NINE MONTHS ENDED JANUARY 31, 1996
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
----------------------------------------------------------------
SPIRE
AMACAN COMPANIES ADJUSTMENTS COMBINED
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Software licenses and
maintenance $ -- $ 6,018,605 $ $ 6,018,605
Hardware sales and service -- 4,553,858 4,553,858
Oil and gas sales 108,850 -- 108,850
----------- ------------ ------------ ------------
Total revenues 108,850 10,572,463 10,681,313
COST OF SALES:
Software licenses and
maintenance -- 2,605,631 2,605,631
Hardware sales and service -- 3,958,663 3,958,663
Oil and gas sales 71,084 -- (28,071)(3) 43,013
----------- ------------ ------------ ------------
Total cost of sales 71,084 6,564,294 (28,071) 6,607,307
----------- ------------ ------------ ------------
Gross profit 37,766 4,008,169 28,071 4,074,006
Selling, general, and
administrative
expenses 109,498 3,405,747 3,515,245
----------- ------------ ------------ ------------
Income (loss) from
operations (71,732) 602,422 28,071 558,761
----------- ------------ ------------ ------------
Other income 17,434 6,956 24,390
----------- ------------ ------------ ------------
Income (loss) before
income taxes (54,298) 609,378 28,071 583,151
Income tax expense 903 237,693 4,571 243,167
----------- ------------ ------------ ------------
Net income (loss) $ (55,201) $ 371,685 $ 23,500 $ 339,984
----------- ------------ ------------ ------------
----------- ------------ ------------ ------------
Net income (loss) per
common share $(0.02) $2.03 $0.09
----------- ------------ ------------
----------- ------------ ------------
</TABLE>
- 17 -
<PAGE>
AMACAN AND SPIRE COMPANIES
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENTS
YEAR ENDED APRIL 30, 1995
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
----------------------------------------------------------------
SPIRE
AMACAN COMPANIES ADJUSTMENTS COMBINED
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Software licenses and
maintenance $ -- $ 5,356,572 $ $ 5,356,572
Hardware sales and service -- 4,318,111 4,318,111
Oil and gas sales 187,533 -- 187,533
---------- ------------- --------- ------------
Total revenues 187,533 9,674,683 9,862,216
COST OF SALES:
Software licenses and
maintenance -- 2,879,943 2,879,943
Hardware sales and service -- 3,734,132 3,734,132
Oil and gas sales 130,141 -- (45,506)(3) 84,635
---------- ------------- --------- ------------
Total cost of sales 130,141 6,614,075 (45,506) 6,698,710
---------- ------------- --------- ------------
Gross profit 57,392 3,060,608 45,506 3,163,506
Selling, general, and
administrative expenses 61,808 2,927,081 2,988,889
---------- ------------- --------- ------------
Income from operations (4,416) 133,527 45,506 174,617
---------- ------------- --------- ------------
Other income (expense) (5,767) 11,696 5,929
---------- ------------- --------- ------------
Income (loss) before income
taxes (10,183) 145,223 45,506 180,546
Income tax expense 1,199 46,488 5,601 53,288
---------- ------------- --------- ------------
Net income (loss) $ (11,382) $ 98,735 $ 39,905 $ 127,258
---------- ------------- --------- ------------
---------- ------------- --------- ------------
Net income (loss) per
common share $(0.00) $0.54 $0.04
---------- ------------- ------------
---------- ------------- ------------
</TABLE>
<PAGE>
NOTES TO AMACAN AND SPIRE COMPANIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1. The pro forma combined common stock as of January 31, 1996 is adjusted to
reflect the recapitalization through the Amacan one-for-seven reverse stock
split, resulting in 389,102 shares of Amacan Common Stock outstanding, with
par value remaining at $0.25 and the subsequent issuance of 3,501,883
shares of Amacan Common Stock in exchange for all issued shares of the
Spire Common Stock and Spire Systems Common Stock. This results in an
increase in common stock of $289,817 as follows:
Total common shares outstanding . . . . . . . . . . . 3,890,985
Par value of $.25 . . . . . . . . . . . . . . . . . . $0.25
------------
$ 972,746
------------
$ 682,929
------------
Less balance of common stock issued prior to
merger. . . . . . . . . . . . . . . . . . . . . . . . $ 289,817
------------
------------
Additional paid-in capital is reduced by the $289,817 resulting in negative
additional paid-in capital of $127,113 which is charged to retained
earnings to eliminate the negative balance.
2. The Spire Companies' treasury stock in the amount of $126,140 is cancelled
in connection with the Share Exchange and is charged to retained earnings
because there is no remaining additional paid-in capital.
3. Because the estimated fair market value of the Amacan Common Stock at the
date the Exchange Agreement was signed and announced to the public (based
on the number of shares of Amacan Common Stock outstanding (2,723,714)
multiplied by the average of the bid and ask price $.07 of the common stock
on that date), is less than the recorded value of its current assets, net
of total liabilities, the Company's interest in oil and gas properties, and
equipment of $224,213 as of January 31, 1996, has been reduced to zero,
with an offset to retained earnings. Related historical amortization and
depreciation for each period has been eliminated in the pro forma condensed
combined income statements.
The net adjustment to retained earnings is summarized as follows:
Elimination of negative balance in additional paid-in
capital . . . . . . . . . . . . . . . . . . . . . . . . $ 127,113
Elimination of treasury stock . . . . . . . . . . . . . . 126,140
Write off of net property and equipment, and oil and
gas properties of Amacan . . . . . . . . . . . . . . . . 224,213
---------
$ 477,466
---------
---------
- 19 -
<PAGE>
AFTER FILING RETURN TO: FORM 8-K EXHIBIT 1
Brian G. Lloyd, Esq.
KIMBALL, PARR, WADDOUPS, BROWN & GEE
185 South State Street, Suite 1300
Salt Lake City, Utah 84111
Telephone: (801) 532-7840
ARTICLES OF AMENDMENT AND SHARE EXCHANGE
OF
AMACAN RESOURCES CORPORATION, A UTAH CORPORATION,
SPIRE TECHNOLOGIES, INC., A UTAH CORPORATION,
AND
SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC., A UTAH CORPORATION
Pursuant to the provisions of Section 16-10a-1105 of the Utah Revised
Business Corporation Act (the "Utah Act"), the undersigned corporations hereby
adopt the following Articles of Amendment and Share Exchange for the purpose of
effecting the acquisition by AMACAN RESOURCES CORPORATION, a Utah corporation
(sometimes herein referred to as the "Acquiring Corporation"), of all of the
capital stock of SPIRE TECHNOLOGIES, INC., a Utah corporation ("Spire"), and
SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC., a Utah corporation ("Spire Systems"
and, collectively with Spire, the "Acquired Corporations"), solely in exchange
for shares of the voting Common Stock of the Acquiring Corporation:
FIRST: Attached hereto as EXHIBIT A, and incorporated herein by this
reference, is the Plan of Share Exchange (the "Plan"), dated as of April 18,
1996, which was adopted by the Boards of Directors of the Acquiring Corporation
and the Acquired Corporations and executed by the Acquiring Corporation and the
Acquired Corporations.
SECOND: The number of outstanding shares of each class of stock of the
Acquiring Corporation and the Acquired Corporations is set forth below. All
outstanding shares of each corporation were entitled to vote on the Plan. No
other class of shares is authorized or outstanding for any of the corporations.
CLASS SHARES OUTSTANDING
------------------ ------------------
Acquiring Corporation Common Stock, par 2,723,714
value $.25 per share
Spire Common Stock, par 87,386
value $.01 per share
Spire Systems Common Stock, 100,000
no par value
<PAGE>
THIRD: The shareholders of the Acquired Corporations (the "Spire
Stockholders") approved the Plan by unanimous written consent, as reflected in
resolutions of the Spire Stockholders dated as of April 17, 1996 adopted
pursuant to Section 16-10a-704 of the Utah Act. The shareholders of the
Acquiring Corporation approved the Plan by resolutions dated April 18, 1996.
The number of shares of each of the Acquiring Corporation and the Acquired
Corporations voted for and against the Plan was:
FOR AGAINST
--------- -------
Acquiring Corporation 1,725,502 0
Spire 87,386 0
Spire Systems 100,000 0
FOURTH: Pursuant to the Plan as approved and adopted by the shareholders
of the Acquiring Corporation and the Spire Stockholders as set forth above, the
Acquiring Corporation does hereby adopt the following amendments to its Articles
of Incorporation:
(a) The existing Article I of the Articles of Incorporation of the
Acquiring Corporation is hereby deleted and replaced in its entirety as follows:
ARTICLE I. CORPORATE NAME. The name of the corporation is SPIRE
INTERNATIONAL CORP.
(b) The existing Article IV of the Articles of Incorporation of the
Acquiring Corporation is hereby deleted and replaced in its entirety as follows:
ARTICLE IV. SHARES. The aggregate number of shares which this
corporation shall have authority to issue is 8,000,000 shares of
common stock having a par value of $.25 per share. There shall be no
cumulative voting and each share shall entitle the holder thereof to
one vote at all meetings of the stockholders. There shall be no
preemptive rights. Fully paid stock of this corporation shall not be
liable to any further call or assessment.
Each seven (7) shares of common stock issued and outstanding as
of the day and time that these Articles of Amendment and Share
Exchange are filed with the Utah Division of Corporations and
Commercial Code (the "Change Time"), and each issued seven (7) shares
of common stock held be the corporation, shall be, on and as of the
Change Time, combined into one (1) share of common stock, subject to
any adjustment for rounding in lieu of fractional shares, as provided
herein below.
Each certificate representing shares of common stock which are
issued and outstanding, or issued and held by the corporation,
immediately prior to the Change Time, shall thereafter for all
purposes be deemed to represent one (1) share of common stock for each
seven (7) shares of common stock represented by such certificate; and
each holder of record of a certificate for seven (7) or more shares of
common stock as of the Change Time shall be entitled to receive, as
soon as practicable, and upon surrender of such certificate to the
officer or agent having charge of the stock transfer books of the
corporation, a certificate or
<PAGE>
certificates representing one (1) share of common stock for each seven (7)
shares of common stock represented by the certificate of such holder
immediately prior to the Change Time, subject to any adjustment for
rounding in lieu of fractional shares, as provided herein below. The
shares of common stock represented by certificates issued pursuant to this
paragraph shall be validly issued, fully paid and nonassessable.
No fractional shares or scrip certificates shall be issued to the
holders of presently issued and outstanding common stock. Rather, if
any holder of shares of common stock would otherwise be entitled to a
fractional share, the corporation will round the number of shares of
common stock to be issued to such holder to the nearest whole share
and will issue, pursuant to the preceding paragraph, a certificate or
certificates representing such rounded number of shares of common
stock.
EXECUTED this 18th day of April, 1996.
"Acquiring Corporation":
AMACAN RESOURCES CORPORATION, a Utah corporation
/s/ Tad M. Ballantyne
-----------------------------------------------
Tad M. Ballantyne, President
/s/ Lamar H. Holley
-----------------------------------------------
Lamar H. Holley, Secretary
"Acquired Corporations":
SPIRE TECHNOLOGIES, INC., a Utah corporation
/s/ Gary B. Godfrey
-----------------------------------------------
Gary B. Godfrey, President
/s/ Brian W. Braithwaite
-----------------------------------------------
Brian W. Braithwaite, Secretary
<PAGE>
SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC., a Utah
corporation
/s/ Gary B. Godfrey
-----------------------------------------------
Gary B. Godfrey, President
/s/ Brian W. Braithwaite
-----------------------------------------------
Brian W. Braithwaite, Secretary
<PAGE>
STATE OF )
) ss.
COUNTY OF )
This instrument was acknowledged before me on April 18, 1996, by Tad M.
Ballantyne, as President of Amacan Resources Corporation, a Utah corporation.
-------------------------------------------
Notary Public
My Commission Expires:
- ---------------------------------
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on April 18, 1996, by Lamar H.
Holley, as Secretary of Amacan Resources Corporation, a Utah corporation.
-------------------------------------------
Notary Public
My Commission Expires:
- ---------------------------------
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on April 18, 1996, by Gary B.
Godfrey, as President of Spire Technologies, Inc., a Utah corporation, and as
President of Spire Technologies Systems Division, Inc., a Utah corporation.
-------------------------------------------
Notary Public
My Commission Expires:
- ---------------------------------
<PAGE>
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on April 18, 1996, by Brian W.
Braithwaite, as Secretary of Spire Technologies, Inc., a Utah corporation, and
as Secretary of Spire Technologies Systems Division, Inc., a Utah corporation.
-------------------------------------------
Notary Public
My Commission Expires:
- ---------------------------------
<PAGE>
EXHIBIT A
PLAN OF SHARE EXCHANGE
OF
AMACAN RESOURCES CORPORATION, A UTAH CORPORATION,
SPIRE TECHNOLOGIES, INC., A UTAH CORPORATION,
AND
SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC., A UTAH CORPORATION
THIS PLAN OF SHARE EXCHANGE (the "Plan"), dated as of April 18, 1996, is
entered into by and among AMACAN RESOURCES CORPORATION, a Utah corporation
("Amacan"), SPIRE TECHNOLOGIES, INC., a Utah corporation ("Spire"), and SPIRE
TECHNOLOGIES SYSTEMS DIVISION, INC., a Utah corporation ("Spire Systems" and,
collectively with Spire, the "Spire Companies").
WITNESSETH:
WHEREAS, Amacan, the Spire Companies and the holders of all of the issued
and outstanding shares of the capital stock of each of the Spire Companies (the
"Spire Stockholders") entered into an Agreement and Plan of Reorganization dated
as of January 23, 1996 (the "Exchange Agreement") and pursuant to which this
Plan is executed; and
WHEREAS, the Boards of Directors of Amacan and the Spire Companies have
approved this Plan whereby Amacan shall acquire, solely for voting stock of
Amacan, all of the issued and outstanding capital stock of each of the Spire
Companies; and
WHEREAS, the Spire Stockholders approved the Plan by unanimous written
consent, as reflected in resolutions of the Spire Stockholders dated as of
January 23, 1996 adopted pursuant to Section 16-10a-704 of the Utah Act; and
WHEREAS, the stockholders of Amacan approved the Plan by resolutions dated
April 18, 1996.
AGREEMENT:
NOW, THEREFORE, in order to consummate such Plan, and in consideration of
the mutual covenants herein set forth, the parties agree as follows:
1. SHARE EXCHANGE. At and on the "Effective Time," as set forth in
Section 2 below, Amacan, in exchange solely for voting shares of the common
stock, par value $.25 per share, of Amacan (the "Amacan Common Stock"), will
acquire all of the issued and outstanding shares of the common stock, par value
$.01 per share, of Spire (the "Spire Common Stock") and all of the issued and
outstanding shares of the common stock, no par value, of Spire Systems
(collectively with the Spire Common Stock, the "Spire Companies Common Stock")
(such
<PAGE>
acquisition and related transactions are sometimes hereinafter referred to
as the "Share Exchange").
2. EFFECTIVE TIME. The effective time (the "Effective Time") of the
Share Exchange shall be the time and date appropriate articles of amendment and
share exchange are filed (the "Exchange Articles") pursuant to Utah law.
3. ARTICLES AND BYLAWS; NAME AND REVERSE SPLIT. At and after the
Effective Time, the Articles of Incorporation and Bylaws of Amacan as in effect
immediately prior to the Effective Time shall continue to be the Articles of
Incorporation and Bylaws of Amacan until amended in accordance with applicable
law, except that the Articles of Incorporation of Amacan shall be amended as set
forth in the Exchange Articles (a) to change the name of Amacan to "Spire
International Corp." and (b) to effect a one-for-seven reverse split of the
Amacan Common Stock issued and outstanding, or issued and held by Amacan, at the
Effective Time.
4. TERMS AND CONDITIONS OF SHARE EXCHANGE. At the Effective Time:
(a) Amacan shall execute a one-for-seven reverse split of the shares
of Amacan Common Stock issued and outstanding prior to the Effective Time;
(b) Amacan shall issue Three Million Five Hundred and One Thousand
Eight Hundred and Eighty-Three (3,501,883) shares of Amacan Common Stock to
the Spire Stockholders in exchange for all the issued and outstanding
shares of the Spire Companies Common Stock and in accordance with the
exchange ratios set forth in the Exchange Agreement;
(c) Amacan shall amend its Articles of Incorporation to change its
name to SPIRE INTERNATIONAL CORP.; and
(d) Amacan shall adopt the Amacan 1996 Stock Option and Award Plan
(the "Amacan Option Plan") and substitute options to purchase shares of
Amacan Common Stock pursuant to the Amacan Option Plan for all outstanding
stock options to purchase shares of Spire Common Stock issued pursuant to
the Spire 1995 Stock Option and Award Plan.
5. EXECUTION. This Plan may be executed in any number of counterparts
each of which shall be deemed an original and all of such counterparts shall
constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, Amacan and the Spire Companies have each executed this
Plan as of the date set forth above.
AMACAN RESOURCES CORPORATION, a Utah
corporation
/s/ Tad M. Ballantyne
-------------------------------------------
Tad M. Ballantyne, President
SPIRE TECHNOLOGIES, INC., a Utah corporation
/s/ Gary B. Godfrey
-------------------------------------------
Gary B. Godfrey, President
SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.,
a Utah corporation
/s/ Gary B. Godfrey
-------------------------------------------
Gary B. Godfrey, President
<PAGE>
SPIRE FORM 8-K EXHIBIT 2
INTERNATIONAL CORP.
For Further Information:
Spire International Corp. Coffin-KCSA
311 North State Street 15300 Ventura Blvd., Ste. 303
Orem Utah 84057 Sherman Oaks, California 91403
(801) 226-3355 (818) 789-0100
Contact: Robert K. Bench Contact: William F. Coffin
President President
For Immediate Release:
April 22, 1996
AMACAN RESOURCES CORPORATION AND SPIRE TECHNOLOGIES, INC.
ANNOUNCE COMPLETION OF SHARE EXCHANGE
SALT LAKE CITY, UTAH - April 22, 1996 - Amacan Resources Corporation (OTC: ANRP)
("Amacan") and Spire Technologies, Inc. ("Spire"), today announced that they,
together with the stockholders of Spire, have completed a share exchange
pursuant to which Amacan acquired all the capital stock of Spire and Spire
Technologies Systems Division, Inc. (collectively, the "Spire Companies") in
exchange for ninety percent of the issued and outstanding capital stock of
Amacan. The share exchange, which was declared effective as of April 18, 1996,
involves:
- the change of Amacan's name to Spire International Corp.
- the issuance of 3,501,883 shares of the Common Stock of Spire
International Corp. to the existing stockholders of Spire Companies in
exchange for all of the capital stock of the Spire Companies;
- a one-for-seven reverse split of the shares of Amacan Common Stock
issued and outstanding immediately prior to the effective time of the
share exchange;
- Amacan's assumption of outstanding Spire employee stock options
exercisable for up to approximately 650,000 shares of Spire
International Corp. Common Stock; and
- the resignation of Amacan's current officers and directors and
designation of replacement officers and directors by the current
shareholders of the Spire Companies.
The completion of the share exchange followed the approval of the transaction of
Amacan stockholders at a special meeting of stockholders held on April 18, 1996.
The shares of Spire International Corp. are anticipated to begin trading in the
over-the-counter market on a post-split basis as of April 22, 1996. The trading
symbol of Spire International Corp.
<PAGE>
will be SPCC. Within the next few weeks, Amacan stockholders will receive
information concerning procedures for exchanging Amacan certificates for
Spire certificates reflecting the reverse split.
Appointed to serve on the Board of Directors until the next meeting of
stockholders are Gary B. Godfrey, Brian W. Braithwaite, Sherman H. Smith,
William A. Fresh and Robert K. Bench. The new Board also appointed Gary B.
Godfrey to the post of Chairman of the Board and Chief Executive Officer, Robert
K. Bench as President and Chief Financial Officer, and Brian W. Braithwaite as
Secretary/Treasurer.
Following the completion of the share exchange there will be 3,890,985 common
shares outstanding.
Spire and Spire Technologies Systems Division, Inc., which will continue their
existing business as wholly owned subsidiaries of Spire International Corp.,
operate together as a value-added reseller of network computer systems and
components, a developer and seller of certain office automation software
products and a "service and value added reseller" and distributor of software
developed by third parties. The Spire Companies are engaged in the development
and implementation of client/server solutions for open computing environments
and offer a wide range of desktop, client/server and production systems and
related components, peripheral equipment, software and services used in a wide
variety of applications, industries and computing environments.
- 2 -
