AMENDED 8-K FILING APRIL 10, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
_________________________________________
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): April 10,
1996
EXECUTONE INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Virginia 0-11551 86-0449210
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
478 Wheelers Farms Road, Milford, Connecticut 06460
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 876-7600
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Item 5. Other Events.
On April 10, 1996, the Company entered into and announced an
agreement to sell the Company's direct sales and service
organization, including its network services division, to a
new acquisition company led by Bain Capital, Inc. and
including Triumph Capital Group (the "Buyer"). The purchase
price will consist of $61.5 million in cash, a $5.9 million
junior subordinated note due July 1, 2004, with interest at
7.5% per year, and warrants to purchase 8% of the equity
issued as of the closing in the new company. The sale is
expected to close on May 31, 1996, subject to the Buyer's
financing and other conditions.
The purchase and sale agreement also provides that the
Company and the Buyer will enter into a five-year exclusive
distributor agreement pursuant to which the Buyer will sell
and service EXECUTONEr and INFOSTARr telephone products to
business and commercial locations that require up to 400
telephones.
The sale will include the Company's National Service Center.
The sale does not include the Pittsburgh direct sales and
service office, which the Company has separately agreed to
sell to one of its existing independent distributors for
approximately $1.3 million in cash and notes. The sale also
does not include any of the healthcare communications
division, the call center management division, the
videoconferencing division, the National Accounts or Federal
Systems marketing groups or the recently acquired Unistar
business.
On April 10, 1996, the Company also announced that it had
given notice of its intention to terminate its distribution
agreement with GPT Video Systems due to failures by GPT to
deliver properly functioning videoconferencing products on a
timely basis. The Company has not yet finalized its plans
to sell its videoconferencing division.
The sale of the Direct Sales and Service Offices (including
the separate sale of the Pittsburgh office) relates
primarily to the retail distribution channel of the Computer
Telephony division. After the sale, the Computer Telephony
division will consist of telephony product sales to
independent distributors, of which the new company will be
the largest distributor, along with the National Accounts
and Federal Systems marketing groups. The Company retains
its Healthcare Communications and Call Center Management
businesses and the Unistar business. As noted above, the
network services division and the videoconferencing division
will be sold.
In connection with the announcement of these events, the
Company's management projected that on a pro forma basis,
giving effect to the sale to Bain, the Company's revenues in
1995 would have been $157 million, compared to actual sales
of $296 million. Pro forma pre-tax income, with the
assumption of approximately $4 million of overhead absorbed
by the new company and the elimination of approximately $4.9
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million in other overhead expenses, would have been
approximately $8 million, compared to the pre-tax income of
$5.8 million, excluding in both cases the provisions for
restructuring, including goodwill write-off, and acquisition
costs incurred in 1995. This pro forma financial
information is not intended to meet the requirements of
Regulation S-X but is intended to provide a forward-looking
estimate of 1995 financial results.
In discussing the effects of the proposed transactions, the
Company announced that revenue for the first quarter, ended
March 31, 1996, would be short of expectations, and that
actual results for the first quarter will be announced in
May. The Company stated that it is unable to forecast
revenues and earnings for the second quarter due to
uncertainty regarding the timing of the sale to Bain and the
effects of terminating the GPT agreement. The Company
further projected that revenues for the third quarter of
1996, assuming completion of the sale to Bain by the end of
the second quarter, would be in the range of approximately
$45 million to $47 million, and that revenues for the fourth
quarter could range between approximately $47 million and
$49 million. The Company estimated that at such levels of
revenue, earnings would be approximately $.04 per share for
the third quarter and $.06 per share for the fourth quarter.
The forward-looking statements regarding estimated results
for the third and fourth quarters of 1996 are based on
several assumptions: (1) the closing of the sale to Bain in
the second quarter, resulting in no network or direct
telephony revenue or earnings in the third or fourth
quarter; (2) growth in OEM sales of telephony product
pursuant to the distribution agreement with the new Bain
company and other OEM telephony shipments of 5% over 1995
OEM sales volume; (3) growth in call center management
sales, from $3.7 million for the third and fourth quarters
of 1995 combined to $8.7 million for the same quarters in
1996; (4) growth of approximately 22% in healthcare
communication sales, from $14.6 million in the last two
quarters of 1995 to $17.9 million for the same period in
1996; (5) projected reductions in corporate expenses
resulting from the sale of the direct sales and service and
network businesses of approximately $2.0 million for the
third and fourth quarters of 1996 combined and additional
overhead reductions of $2.5 million; (6) an increase for the
six-month period in 1996 of 26% over 1995 in the Company's
National Accounts and Federal Systems revenues; and (7) no
videoconferencing revenues or expenses and no charges in the
third or fourth quarter of 1996 relating to the exiting or
sale of businesses.
The Company's forward-looking statements regarding estimates
of the proforma results for 1995 and the estimates of
results for the third and fourth quarters of 1996 should be
evaluated with the level of caution appropriate at a time
when the transaction and proposed restructuring cost savings
have not yet been effected.
The estimates and projections by the Company are also based
on assumptions, projections and estimates regarding
continuing growth of the economy, the telecommunications
industry in general and specific events that may directly
affect the Company's
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performance. The Company's markets are very competitive and
some of the Company's competitors have greater financial
resources that allow them to price products aggressively.
These assumptions, projections and estimates include and
relate to the pricing of products in the markets in which
the Company competes, the strength and effects of
competition, the market's acceptance of the products
offered by the Company, the perceived value of these
products by potential purchasers, decisions by
intermediaries in the distribution channels regarding
pricing, advertising, promotions and other areas affecting
end-user demand for products, and the lack of any material
disruption of product supply or demand.
If actual events differ materially from the Company's
assumptions, projections and estimates , or if the sale does
not occur as planned, the Company's actual results could
vary significantly from the performance projected in the
forward-looking statements.
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SIGNATURES
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.
EXECUTONE INFORMATION SYSTEMS, INC.
By:__________________________________
Anthony R. Guarascio
Vice President, Finance and
Chief Financial Officer
Date: February 18, 1997
