<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
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): November 28, 1995
AMATI COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-4187 94-1675494
(Commission File Number) (IRS Employer Identification No.)
3801 Zanker Road, P.O. Box 5143, San Jose, California 95150
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 433-3300
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The financial information required pursuant to Item 7(a)(1) of
Form 8-K is attached hereto as Exhibit 99.1.
(b) The pro forma financial information required pursuant to Item
7(b)(1) of Form 8-K is attached hereto as Exhibit 99.2.
(c) Exhibits
99.1 Amati Communications Corporation ("Old Amati") Condensed
Balance sheet, Condensed Statements of Operation and
Condensed Statement Cash Flows (unaudited).
99.2 Pro Forma Condensed Consolidated Financial Statements for
Amati, Communications Corporation (formerly ICOT
Corporation) and Amati Communications Corporation ("Old
Amati").
-2-
<PAGE>
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 hereto duly authorized.
AMATI COMMUNICATIONS CORPORATION
Date: February 12, 1996 By: /s/ James E. Steenbergen
------------------------------------------
James E. Steenbergen, President and Chief
Executive Officer
-3-
<PAGE>
AMATI COMMUNICATIONS CORPORATION ("OLD AMATI")
CONDENSED BALANCE SHEET
(A DEVELOPMENT STAGE COMPANY)
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
September 30,
1995
-----------
<S> <C>
Current Assets:
Cash and cash equivalents $ -
Accounts receivable 306
Other current assets 40
-----------
Total current assets 346
-----------
Property and Equipment, net 250
Other Assets 1
-----------
Total Assets $ 597
-----------
-----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued
expenses $ 1,942
Deferred revenue 687
Convertible notes payable 645
Convertible notes payable to related
parties 4,472
-----------
Total current liabilities 7,746
-----------
Stockholders' Deficit:
Preferred stock -
Outstanding - 325,000 shares 375
Common stock -
Outstanding - 540,083 shares 247
Accumulated deficit (7,771)
-----------
Total stockholders' deficit (7,149)
-----------
Total liabilities and stockholders'
deficit $ 597
-----------
-----------
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
AMATI COMMUNICATIONS CORPORATION ("OLD AMATI")
CONDENSED STATEMENTS OF OPERATIONS
(A DEVELOPMENT STAGE COMPANY)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Date of
Incorporation
Nine Months Nine Months (December 31,
Ended Ended 1991) to
September September September
30, 1994 30, 1995 30, 1995
----------- ----------- -----------
<S> <C> <C> <C>
NET SALES $ 4,303 $ 653 $ 11,624
COST OF SALES 1,029 165 5,319
----------- ----------- -----------
Gross margin 3,274 488 6,305
----------- ----------- -----------
OPERATING EXPENSES:
Research and development 1,688 3,739 9,424
Marketing and sales 56 319 462
General and administrative 1,374 1,694 3,839
----------- ----------- -----------
Total operating expenses 3,118 5,752 13,725
----------- ----------- -----------
Operating income (loss) 156 (5,264) (7,420)
OTHER INCOME (EXPENSE), net (22) (187) (351)
----------- ----------- -----------
NET INCOME (LOSS) $ 134 $ (5,451) $ (7,771)
----------- ----------- -----------
----------- ----------- -----------
NET INCOME (LOSS) PER SHARE $ .26 $ (10.09) $ (21.06)
----------- ----------- -----------
----------- ----------- -----------
WEIGHTED AVERAGE COMMON
SHARES 506 540 369
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
AMATI COMMUNICATIONS CORPORATION ("OLD AMATI")
CONDENSED STATEMENTS OF CASH FLOWS
(A DEVELOPMENT STAGE COMPANY)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Date of
Incorporation
Nine Months Nine Months (December 31,
Ended Ended 1991) to
September September September
30, 1994 30, 1995 30, 1995
----------- ----------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 134 $ (5,451) $ (7,771)
Adjustments to reconcile net income
(loss) to net cash used in operating
activities:
Depreciation and amortization 122 106 292
Issuance of preferred stock in
exchange for technology rights - 375 375
Increases and decreases in assets and
liabilities:
Accounts receivable (137) (30) (306)
Inventories 460 12 -
Other current assets (120) 28 (40)
Other assets 1 50 (1)
Accounts payable and accrued
expenses (270) 874 1,942
Deferred revenue (784) 687 687
----------- ----------- -----------
Net cash used in operating activities (594) (3,349) (4,822)
----------- ----------- -----------
INVESTING ACTIVITIES:
Capital expenditures (273) (90) (542)
----------- ----------- -----------
FINANCING ACTIVITIES:
Convertible notes payable 641 3,086 5,117
Notes payable to related party (31) - -
Sale of common stock 32 208 247
----------- ----------- -----------
Net cash provided by financing
activities 642 3,294 5,364
----------- ----------- -----------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (225) (145) -
CASH AND CASH EQUIVALENTS,
beginning of period 546 145 -
----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
end of period $ 321 $ - $ -
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
AMATI COMMUNICATIONS CORPORATION ("OLD AMATI")
NOTES TO CONDENSED FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED)
Basis of Presentation
The unaudited condensed balance sheet as of September 30, 1995 and the unaudited
condensed statements of operations and cash flows for the nine months ended
September 30, 1994 and 1995 and for the period from inception to September 30,
1995 have been prepared on the same basis as the audited financial statements of
Old Amati, not included herein, and, in the opinion of management, include all
adjustments consisting of normal recurring adjustments necessary for a fair
presentation thereof. Operating results for the interim periods are not
necessarily indicative of the results that may be expected for the entire fiscal
year.
Net Income (Loss) per Share
Net income (loss) per share is based upon the weighted average number of shares
outstanding of common stock and common stock equivalents (when dilutive) using
the treasury stock method.
<PAGE>
AMATI COMMUNICATIONS CORPORATION (THE "REGISTRANT"), FORMERLY ICOT
CORPORATION, AND AMATI COMMUNICATIONS CORPORATION ("OLD AMATI")
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited pro forma condensed consolidated financial
statements give effect to the acquisition of Old Amati by the Registrant under
the purchase method of accounting as defined in APB Opinion No. 16. The pro
forma condensed consolidated balance sheet assumes that the merger took place on
October 28, 1995 and consolidates the Registrant's October 28, 1995 balance
sheet and Old Amati's September 30, 1995 balance sheet. The pro forma condensed
consolidated statement of operations for the fiscal year ended July 29, 1995
assumes that the merger took place as of the beginning of fiscal 1995, and
consolidates the Registrant's statement of operations for its fiscal year ended
July 29, 1995 with Old Amati's operating results for the twelve month period
ended June 30, 1995. The pro forma condensed consolidated statement of
operations for the three month period ended October 28, 1995 also assumes that
the merger took place at the beginning of fiscal 1995, and consolidates the
financial statements of the Registrant for the three month period ended October
28, 1995 with Old Amati's operating results for the three month period ended
September 30, 1995. The pro forma condensed consolidated statements of
operations do not include the effect of any nonrecurring charges directly
attributable to the merger, including the write-off of acquired in-process
research and development.
The purchase price allocation reflected in the accompanying pro forma
condensed consolidated financial statements has been prepared on an estimated
basis using the average of the closing prices of the Registrant's common stock
as reported by NASDAQ for the five trading days between November 1, 1995 and
November 7, 1995 of $3.8875 per share. In accordance with an Emerging Issues
Task Force consensus in November, 1995, because the purchase price was
contingent upon the Adjustment Condition as defined in the Prospectus/Proxy
Statement, the measurement date for valuing the equity securities is established
as of November 3, 1995 which is the date the Adjustment Condition was met and
the applicable ratio was established. The effects resulting from any
differences in the final allocation of the purchase price are not expected to
have a material effect on the Registrant's financial statements.
The accompanying pro forma condensed consolidated financial statements
should be read in conjunction with the historical financial statements and
related notes thereto for the Registrant, not included herein, and the
historical financial statements and related notes thereto for Old Amati,
included, or incorporated by reference, elsewhere herein.
P-1
<PAGE>
AMATI COMMUNICATIONS CORPORATION (THE "REGISTRANT"), FORMERLY ICOT
CORPORATION, AND AMATI COMMUNICATIONS CORPORATION ("OLD AMATI")
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
The Old
Registrant Amati Pro Forma Adjustments Pro Forma
October 28, September --------------------- Consol-
1995 30, 1995 Dr. Cr. idated
------- ------ ------ ------ -------
<S> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 691 $ - 800 (i) $ 1,491
Short-term investments 1,992 - 1,992
Accounts receivable 2,010 306 2,316
Inventories 1,247 - 1,247
Other current assets 716 40 756
------- ------ -------
Total current assets 6,656 346 7,802
------- ------ -------
Property and Equipment, net 510 250 760
Old Amati Advances and Acquisition
Costs 5,657 - 47 (f) 5,172 (h) -
104 (a)
428 (f)
Research and Development in Process - - 30,612 (g) 30,612 (g) -
Other Assets 431 1 432
------- ------ -------
Total Assets $13,254 $ 597 $ 8,994
------- ------ -------
------- ------ -------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued
expenses $ 1,313 $1,942 104 (a) 47 (f) $ 3,198
Deferred revenue - 687 687
Convertible notes payable - 645 645
Convertible notes payable to related
parties - 4,472 5,172 (h) 800 (i) 100
------- ------ -------
Total current liabilities 1,313 7,746 4,630
------- ------ -------
Obligations under lease commitments 294 - 294
------- ------ -------
Stockholders' Equity (Deficit):
Preferred stock -
Outstanding - 325,000 Amati shares
at September 30, 1995 and no shares
pro forma - 375 375 (e) -
Common stock -
Outstanding - 12,062,602 Registrant
shares at October 28, 1995, 540,083
Old Amati shares at September 30,
1995 and 16,369,853 shares pro forma 36,245 247 247 (e) 23,035 (e) 59,280
Accumulated deficit (24,598) (7,771) 30,612 (g) 7,771 (e) (55,210)
------- ------ -------
Total stockholders' equity (deficit) 11,647 (7,149) 4,070
------- ------ -------
Total liabilities and stockholders'
equity (deficit) $13,254 $ 597 $ 8,994
------- ------ -------
------- ------ -------
</TABLE>
The accompanying notes are an integral part of this statement.
P-2
<PAGE>
AMATI COMMUNICATIONS CORPORATION (THE "REGISTRANT"), FORMERLY ICOT
CORPORATION, AND AMATI COMMUNICATIONS CORPORATION ("OLD AMATI")
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
The Old
Registrant Amati Pro Forma Adjustments Pro Forma
Year ended Year ended --------------------- Consol-
July 29, 1995 June 30, 1995 Dr. Cr. idated
------- ------- ----- ---- -------
<S> <C> <C> <C> <C> <C>
NET SALES $12,040 $ 727 $12,767
COST OF SALES 6,716 547 7,263
------- ------- -------
Gross margin 5,324 180 5,504
------- ------- -------
OPERATING EXPENSES:
Research and development 1,595 4,214 5,809
Marketing and sales 861 321 1,182
General and administrative 1,229 1,222 2,451
------- ------- -------
Total operating expenses 3,685 5,757 9,442
------- ------- -------
Operating income (loss) 1,639 (5,577) (3,938)
OTHER INCOME (EXPENSE), net 294 (233) 215 (b) 86 (a) (154)
86 (a)
------- ------- -------
Income (loss) before provision for
income taxes 1,933 (5,810) (4,092)
PROVISION FOR INCOME TAXES 97 - 97 (c) -
------- ------- -------
NET INCOME (LOSS) $ 1,836 $(5,810) $(4,092)
------- ------- -------
------- ------- -------
NET INCOME (LOSS) PER SHARE $ .16 $ (.23)
------- -------
------- -------
WEIGHTED AVERAGE COMMON
SHARES AND EQUIVALENTS 11,491 18,125
------- -------
------- -------
</TABLE>
The accompanying notes are an integral part of this statement.
P-3
<PAGE>
AMATI COMMUNICATIONS CORPORATION (THE "REGISTRANT"), FORMERLY ICOT
CORPORATION, AND AMATI COMMUNICATIONS CORPORATION ("OLD AMATI")
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
The Old
Registrant Amati
Three Three
months months
ended ended Pro Forma Adjustments Pro Forma
October 28, September Consol-
1995 30, 1995 Dr. Cr. idated
--------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
NET SALES $ 3,354 $ 504 $ 3,858
COST OF SALES 1,840 165 2,005
--------- -------- ---------
Gross margin 1,514 339 1,853
--------- --------- ---------
OPERATING EXPENSES:
Research and development 360 1,479 1,839
Marketing and sales 60 109 169
General and administrative 321 497 818
--------- --------- ---------
Total operating expenses 741 2,085 2,826
--------- --------- ---------
Operating income (loss) 773 (1,746) (973)
OTHER INCOME (EXPENSE), net 86 (72) 54 (b) 18 (a) (40)
18 (a)
--------- --------- ---------
Income (loss) before provision for
income taxes 859 (1,818) (1,013)
PROVISION FOR INCOME TAXES 43 - 43 (c) -
--------- --------- ---------
NET INCOME (LOSS) $ 816 $ (1,818) $ (1,013)
--------- --------- ---------
--------- --------- ---------
NET INCOME (LOSS) PER SHARE $ .07 $ (.05)
--------- ---------
--------- ---------
WEIGHTED AVERAGE COMMON
SHARES AND EQUIVALENTS 12,264 18,671
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of this statement.
P-4
<PAGE>
AMATI COMMUNICATIONS CORPORATION (THE "REGISTRANT"), FORMERLY ICOT
CORPORATION, AND AMATI COMMUNICATIONS CORPORATION ("OLD AMATI")
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: PRO FORMA ADJUSTMENTS
Certain pro forma adjustments have been made to the accompanying pro forma
condensed consolidated balance sheet and statements of operations as described
below:
(a) Reflects the elimination of interest expense and interest income and
accrued interest for advances from the Registrant that will be canceled as
of the date of the merger; see (h) for elimination of advances.
(b) Reflects the reduction of interest income of the Registrant as a the
result of cash advances from the Registrant to Amati of $5,172,000 as part
of the purchase price of Amati.
(c) Reflects the reduction of the income tax provision recorded by the
Registrant due to net operating losses of the consolidated entity.
(d) The calculation of weighted average common shares reflects an exchange
ratio of 4.6746 shares of the Registrant's common stock for each share of
Old Amati common stock and 4.6746 shares of the Registrant's common stock
for each share of Old Amati Series A preferred stock. Common equivalent
shares consist of dilutive shares issuable upon the exercise of stock
options and warrants, and have been excluded from the calculation when
their effect would be anti-dilutive.
(e) Reflects the issuance of (i) 4.0 million shares of the Registrant's common
stock in exchange for all shares of Old Amati common stock and Old Amati
Series A preferred stock based upon an exchange ratio of 4.6746 shares of
the Registrant's common stock for each share of Old Amati common stock and
4.6746 shares of the Registrant's common stock for each share of Old Amati
Series A preferred stock at $3.8875 per share and (ii) the issuance of the
Registrant's stock options and warrants for the purchase of 2.8 million
shares of the Registrant's common stock in exchange for all outstanding Old
Amati stock options and warrants. Also reflects the elimination of Old
Amati's equity accounts.
(f) The total estimated acquisition costs are $428,000 including legal,
accounting and other related fees. As of the balance sheet date, $381,000
of these costs had been paid and are included in Old Amati advances and
acquisition costs in the accompanying balance sheet. The remainder of
these costs of $47,000 are reflected as an adjustment to accrued
liabilities.
(g) Reflects the acquisition of intangible assets consisting of research and
development in process of approximately $30.6 million. The effect of the
charge related to research and development in process has not been
reflected in the pro forma statements of operations as it is a nonrecurring
charge directly attributable to the merger. See Note 2 below for a
discussion of the purchase price allocation.
(h) Reflects the reclassification of $5.2 million of advances from the
Registrant to Old Amati that have been included in the purchase price and
allocation (see Note 2). There were no other intercompany transactions
between the Registrant and Old Amati.
(i) Reflects an adjustment to Old Amati's financial statements to adjust the
amount of intercompany advances due to timing differences between the
Registrant's and Old Amati's balance sheet.
P-5
<PAGE>
AMATI COMMUNICATIONS CORPORATION (THE "REGISTRANT"), FORMERLY ICOT
CORPORATION, AND AMATI COMMUNICATIONS CORPORATION ("OLDAMATI")
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONT.)
(UNAUDITED)
NOTE 2: PURCHASE PRICE ALLOCATION
The Registrant estimates that the purchase price for the acquisition will
be approximately $28.7 million, including costs of the acquisition, based upon
the fair market value of the Registrant's common stock of $3.8875 per share
based upon the average of the closing prices of the Registrant's common stock as
reported by NASDAQ for the five trading days between November 1, 1995 and
November 7, 1995 of $3.8875 per share. In accordance with an Emerging Issues
Task Force consensus in November, 1995, because the purchase price was
contingent upon the Adjustment Condition, as defined in the Prospectus/Proxy
Statement, the measurement date for valuing the equity securities is established
as of November 3, 1995 which is the date the Adjustment Condition was met and
the applicable ratio was established. The Registrant estimates the issuance of
2.5 million shares of the Registrant's common stock in exchange for all shares
of Old Amati common stock, 1.5 million shares of the Registrant's common stock
in exchange for all shares of Old Amati Series A preferred stock, 1.1 million
warrants for the purchase of the Registrant's common stock in exchange for all
Old Amati warrants for the purchase of Old Amati preferred stock and 1.7 million
stock options for the purchase of the Registrant's common stock in exchange for
all Old Amati stock options for the purchase of Old Amati common stock. The
estimated purchase price also includes acquisition costs of $428,000 and
$5,276,000 of total estimated advances, and the related interest charges, from
the Registrant to Old Amati prior to the completion of the merger net of the
proceeds of $3.4 million from the assumed exercise of Old Amati options and
warrants subsequent to the date of the acquisition.
Based upon the balance sheet of Old Amati as of September 30, 1995, after
giving effect to the Adjustment Condition, as defined on page 28 of the
Prospectus/Proxy Statement, the Registrant estimates that it will receive
approximately $1.4 million in tangible assets, $3.3 million of liabilities and
intangible assets of $30.6 million. In connection with the estimated purchase
price allocation, the Registrant received an appraisal of the intangible assets
which indicates that $30.6 million of the acquired intangible assets consist of
research and development in process. In the opinion of management the acquired
research and development in process has not yet reached technological
feasibility and has no alternative future uses and, accordingly, will be charged
to expense by the consolidated company upon commencement of consolidated
operations.
P-6
