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): February 12, 1997
- --------------------------------------------------------------------------------
TRIDEX CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Connecticut
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-5513 06-0682273
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification Number)
61 Wilton Road, Westport, CT 06880
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(203) 226-1144
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Page 1 of 6
<PAGE>
Item 5. Other Events.
On February 12, 1997, Tridex Corporation ("Tridex" or "Company") received a
ruling from the Internal Revenue Service ("IRS") confirming the tax-free nature
of the proposed distribution of the shares of common stock of TransAct
Technologies Incorporated ("TransAct") owned by Tridex. Tridex owns 5,400,000,
or approximately 80.3%, of the outstanding shares of TransAct common stock, and
has previously announced its plan to spin off TransAct by distributing these
shares to stockholders of Tridex upon receipt of the IRS ruling. Tridex will
distribute these shares on March 31, 1997 to its stockholders of record on March
14, 1997. If the holders of all outstanding Tridex options, warrants and
convertible debt exercise their rights to obtain shares of Tridex common stock
prior to the March 14, 1997 record date, the distribution ratio will be
approximately 1.0044 shares of TransAct for each share of Tridex common stock
outstanding on that date. Tridex will distribute cash in lieu of fractional
shares.
In connection with the distribution, the vesting of all outstanding options
to purchase Tridex common stock has been accelerated so that all such options
are now exerciseable. Tridex has also issued a notice of redemption of its
convertible debentures and promissory notes, with a March 14, 1997 redemption
date. At December 31, 1996, Tridex had outstanding 862,742 options and warrants
(having a weighted average exercise price of $7.45), $2,460,000 principal amount
of convertible debentures, with a conversion price of $9.00 per share, and
$1,250,000 principal amount of convertible promissory notes, with a conversion
price of $12.00 per share. Assuming that all of these options, warrants and
convertible debentures and notes are exercised or converted in accordance with
their terms, Tridex will have little, if any, debt and approximately $10 million
in cash and cash equivalents. Tridex incurred certain one-time pension expenses
and expenses related to the spin-off of TransAct totaling approximately $370,000
before taxes during the fourth quarter of 1996 and approximately $640,000 before
taxes during the twelve months ended December 31, 1996.
Subsequent to the distribution of the TransAct shares, Tridex will be
comprised of its Ultimate Technology Corporation and Cash Bases GB Ltd.
subsidiaries and its Tridex Ribbon division. Tridex will reflect TransAct as a
discontinued operation for financial reporting purposes. Pro forma financial
statements reflecting TransAct as a discontinued operation and the conversion of
the convertible debentures and notes are set forth under Item 7 of this report.
The statements contained in this report which are not historical facts may
be deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties including, but not limited
to, the exercise of conversion of options, warrants and convertible debt.
2
<PAGE>
Item 7. Financial Statements
The following unaudited consolidated balance sheet as of December 31, 1996
and the unaudited consolidated statements of operations for the years and
quarters ended December 31, 1996, 1995 and 1994 reflect TransAct as a
discontinued operation as a result of the Company's anticipated distribution of
its 80.3% ownership interest in TransAct to the Company's common stockholders.
The following pro forma consolidated balance sheet as of December 31, 1996
reflects:
(a) the conversion of $2,460,000 of 10.5% Debentures and $1,250,000 of 8%
Notes to common stock, and
(b) the elimination of the net assets of TransAct Technologies
Incorporated.
For purposes of the pro forma consolidated balance sheet, the information
is presented as if the above transaction had occurred on December 31, 1996.
The pro forma financial information does not purport to represent what the
Company's financial position or results of operations would actually have been
had such transactions actually occurred on January 1, 1994 or December 31, 1996,
and should be read in conjunction with the separate audited and unaudited
consolidated financial statements and notes thereto of Tridex Corporation which
were included in the Company's Transition Report on Form 10-K for the nine
months ended December 31, 1995.
3
<PAGE>
TRIDEX CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheet
(Dollars in Thousands)
<TABLE>
<CAPTION>
As of December 31, 1996
------------------------------------
Pro Forma Pro Forma
Historical Adjustments Adjusted
---------- ----------- --------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,354 $ 0 $ 3,354
Receivables 5,681 5,681
Inventories 5,609 5,609
Deferred tax assets 324 324
Other current assets 345 345
-------- ------------- --------
Total current assets 15,313 0 15,313
-------- ------------- --------
Plant and equipment, net 3,535 3,535
Excess of cost over fair value of net assets acquired 6,493 6,493
Other assets 1,890 (61)(a) 1,829
Net assets of discontinued TransAct Technologies operations 11,573 (11,573)(b) 0
-------- ------------- --------
$ 38,804 $(11,634) $ 27,170
-------- ------------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank loan payable $ 740 $ 0 $ 740
Current portion of long term debt 3,997 (3,628)(a) 369
Accounts payable 3,859 0 3,859
Accrued liabilities 3,384 (11)(a) 3,373
-------- ------------- --------
Total current liabilities 11,980 (3,639) 8,341
-------- ------------- --------
Long term obligations, less current portion:
Capital lease obligations 775 0 775
Other 34 0 34
-------- ------------- --------
809 0 809
-------- ------------- --------
Shareholders' equity 26,015 3,578 (a) 18,020
(11,573)(b)
-------- ------------- --------
$ 38,804 $(11,634) $ 27,170
======== ============= ========
</TABLE>
(a) Conversion of $2,640,000 of 10.5% Debentures and $1,250,000 of 8% Notes to
common stock.
(b) Elimination of the net assets of Transact Technologies Incorporated.
4
<PAGE>
TRIDEX CORPORATION AND SUBSIDIARIES
Consolidated Statement of Operations
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Quarter Ended Twelve Months Ended
--------------------------------------- ---------------------------------------
December December December December December December
31, 1996 31, 1995 31, 1994 31, 1996 31, 1995 31, 1994
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 9,639 $ 6,300 $ 5,958 $ 37,053 $ 30,756 $ 20,290
---------------------------------------------------------------------------------
Operating costs and expenses:
Cost of sales 7,240 4,933 4,093 27,039 22,267 14,399
Engineering, design and product
development costs 181 234 181 1,040 992 527
Selling, administrative and
general expenses 2,439 3,030 1,643 7,805 8,455 5,164
---------------------------------------------------------------------------------
9,860 8,197 5,917 35,884 31,714 20,090
---------------------------------------------------------------------------------
(221) (1,897) 41 1,169 (958) 200
Operating (loss) income
Other charges (income):
Gain on sale of subsidiary stock (6,200)
Interest expense, net 63 335 328 879 1,343 1,073
Other, net 57 94 35 267 156 534
---------------------------------------------------------------------------------
120 429 363 (5,054) 1,499 1,607
---------------------------------------------------------------------------------
Income (loss) from continuing
operations before income taxes (341) (2,326) (322) 6,223 (2,457) (1,407)
Provision (benefit) for income taxes (8) (623) (112) 292 (1,339) (1,502)
---------------------------------------------------------------------------------
Income (loss) from continuing
operations (333) (1,703) (210) 5,931 (1,118) 95
Discontinued operations:
Equity in subsidiaries' income
(loss) from discontinued operations 538 (269) 592 3,109 1,332 2,200
Spin-off related expenses, net of
taxes of $20 and $128 30 0 0 192 0 0
---------------------------------------------------------------------------------
Net income (loss) $ 175 $ (1,972) $ 382 $ 8,848 $ 214 $ 2,295
=================================================================================
Earnings (loss) per common and
common equivalent share:
Primary:
Income (loss) from continuing
operations $ (0.08) $ (0.45) $ (0.05) $ 1.43 $ (0.28) $ 0.02
Income (loss) from discontinued
operations 0.12 (0.07) 0.15 0.70 0.33 0.58
=================================================================================
$ 0.04 $ (0.52) $ 0.10 $ 2.13 $ 0.05 $ 0.60
=================================================================================
Fully diluted:
Income from continuing operations $ 1.34
Income from discontinued operations 0.64
-----------
$ 1.98
===========
Weighted average common and common
equivalent shares outstanding
Primary 4,357,000 3,778,000 3,885,000 4,154,000 3,930,000 3,823,000
=================================================================================
Fully diluted 4,648,000
===========
</TABLE>
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIDEX CORPORATION
By: /s/ Seth M. Lukash
------------------------
Seth M. Lukash
Chairman of the Board
and Chief Executive Officer
Date: February 21, 1997
6
