UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
__________________________
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
Date of Report (Date of earliest event reported): October 18, 1994
__________________________
3Com Corporation
(Exact name of registrant as specified in its charter)
California 0-12867 94-2605794
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
5400 Bayfront Plaza 95052
Santa Clara, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 764-5000
The undersigned registrant hereby amends the following items of its Current
Reports dated November 1, 1994 on Form 8-K as set forth in the pages attached
hereto:
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
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.
3Com Corporation
(Registrant)
Dated: December 23, 1994 By \s\ Christopher B. Paisley
----------------- --------------------------
Christopher B. Paisley
Vice President Finance and
Chief Financial Officer
3Com Corporation
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of NiceCom, Ltd. for the year ended December 31,
1993 are attached hereto and filed herewith as Exhibit 7.3.
(b) The attached unaudited pro forma condensed combining financial
statements for the year ended May 31, 1994 and for the three months
ended August 31, 1994 give effect to the purchase of substantially all
the assets and assumption of substantially all the liabilities of
NiceCom, Ltd. (the "Acquisition") by 3Com Corporation accounted for as a
purchase. Accordingly, the acquired assets and liabilities were
recorded at their estimated fair market value at the date of
acquisition. The pro forma condensed combining statements of operations
assume that the acquisition took place as of June 1, 1993, the beginning
of the earliest period presented and combine 3Com's results of
operations for the year ended May 31, 1994 and the three months ended
August 31, 1994 with NiceCom's results of operations for the year ended
June 30, 1994 and three months ended September 30, 1994. The unaudited
pro forma condensed combining balance sheet combines 3Com's balance
sheet as of May 31, 1994 with the NiceCom balance sheet as of June 30,
1994, giving effect to the acquisition as if it had occurred on May 31,
1994.
The pro forma condensed combining financial information is presented for
illustrative purposes only and is not necessarily indicative of the
operating results or financial position that would have occurred had the
acquisitions been consummated at the beginning of the periods presented,
nor is it necessarily indicative of future operating results or
financial position.
The pro forma condensed combining financial information should be read
in conjunction with the historical consolidated financial statements and
the related notes thereto of 3Com Corporation previously filed and the
historical financial statements and related notes thereto of NiceCom,
Ltd. included herein.
(c) The following exhibits are attached hereto and filed herewith:
7.3 Financial statements of NiceCom, Ltd. for the year ended
December 31, 1993.
7.4 Unaudited Pro Forma Condensed Combining Financial
Statements of 3Com Corporation.
3Com Corporation
Index to Exhibits
Exhibit Document
7.3 Financial Statements of NiceCom, Ltd. for the year ended
December 31, 1993
7.4 Unaudited Pro Forma Condensed Combining Financial Statements
of 3Com Corporation
- - - - -3-
EXHIBIT 7.3
NICECOM LTD. (IN LIQUIDATION)
FINANCIAL STATEMENTS
DECEMBER 31, 1993
Table of Contents
Auditors' Report
Balance Sheet
Income Statement
Statements of Cash Flows
Notes to the Financial Statements
AUDITORS' REPORT TO THE SHAREHOLDERS OF NICECOM LTD. (IN LIQUIDATION)
We have examined the Balance Sheet of NICECOM LTD. (IN LIQUIDATION) as of
December 31, 1993, and the statements of Income and Cash Flows for the year
then ended. Our examination was conducted in accordance with generally accepted
auditing standards, including those prescribed under the Auditor's Regulations
(Auditor's Mode of Performance), 1973, and accordingly we have applied such
auditing procedures as we considered necessary under the circumstances.
The financial statements referred to above, were prepared on the basis of
historical cost, adjusted to reflect the changes in the general purchasing
power of the Israeli currency, in accordance with the Opinions of the
Institute of Certified Public Accountants in Israel. Condensed nominal
financial statements, which served as the basis for the adjusted financial
statements, are presented in Note 17.
Information regarding events that occurred subsequent to December 31, 1993 has
not been included in these financial statements.
In our opinion, except for the omission of the aforementioned information, the
financial statements referred to above, present fairly, in conformity with
generally accepted accounting principles in Israel, which do not differ in any
material respects pertaining to these financial statements, from generally
accepted accounting principles in the United States, the financial position of
the Company at December 31, 1993, and the results of its operations and cash
flows for the year then ended (see Note 2(A)(4) of Notes to the Financial
Statements).
Pursuant to Section 211 of the Companies Ordinance, we state that we have
obtained all the information and explanations we have required, and that
our opinion on the above Financial Statements is given according to the
best of our information and the explanations received by us and as shown by
the books of the Company.
Without qualifying our opinion on the above mentioned financial Statements, we
would like to draw your attention to Note 1 (D) to the financial statements,
regarding the Company's liquidation commenced in October, 1994.
The opinion is expressed in reliance on our previous opinion, dated April
28, 1994.
Shachak & Co.
Certified Public Accountants (Israel)
Tel Aviv, December 26, 1994
NICECOM LTD. (IN LIQUIDATION)
BALANCE SHEET AS OF DECEMBER 31, 1993
In December 1993 Adjusted New Israeli Shekels
Note NIS
Current assets
Cash and cash equivalents 3 423,518
Due from related parties 4 15,198
Accounts receivable and income receivable 5 731,855
Other receivables and current assets 6 834,224
Inventories 149,269
2,154,064
---------
Fixed assets 7 1,092,290
---------
3,246,354
=========
Current liabilities
Bank overdraft 1,878
Accounts payable 8 201,336
Due to related parties 4 74,066
Other payables and current liabilities 9 683,718
960,998
---------
Loan from a company that is an interested party 10 4,725,943
---------
Liability for the termination of the
employee-employer relationship 11 54,597
---------
Commitments and contingent liabilities 13
Capital deficit
Share capital 12 11,125
Accumulated loss (2,506,309)
(2,495,184)
---------
3,246,354
=========
_________________________
David Ben-Ze'ev, Attorney
Liquidator
December 26, 1994
Approval date of the financial statements.
The accompanying notes are an integral part of the financial statements.
NICECOM LTD. (IN LIQUIDATION)
INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1993
In December 1993 Adjusted New Israeli Shekels
Note NIS
Revenues from production 1,346,111
Cost of production 14 681,238
Gross profit 664,873
---------
Expenses
Research and development costs 15 1,856,041
Marketing expenses 510,655
Administrative expenses 16 845,728
3,212,424
---------
Loss from operations 2,547,551
Financial income, net (41,242)
Net loss 2,506,309
=========
The accompanying notes are an integral part of the financial statements.
NICECOM LTD. (IN LIQUIDATION)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1993
In December 1993 Adjusted New Israeli Shekels
NIS
Cash flows from current operations:
Net loss (2,506,309)
Adjustments required to present cash flows from
current operations (Appendix) (655,521)
Net cash flows used in current operations (3,161,830)
---------
Cash flows from investment activities:
Acquisitions of fixed assets (1,153,598)
Loan received from a company that is an interested party 4,725,943
Net cash flows provided by investment activities 3,572,345
---------
Cash flows from financing activities:
Issuance of capital 11,125
Credit received from bank corporations 1,878
Net cash flows provided by financing activities 13,003
----------
Increase in cash and cash equivalents 423,518
Balance of cash and cash equivalents - beginning of the year -
Balance of cash and cash equivalents - end of the year 423,518
==========
The accompanying notes are an integral part of the financial statements.
NICECOM LTD. (IN LIQUIDATION)
APPENDIX
STATEMENT OF CASH FLOWS
ADJUSTMENTS REQUIRED TO PRESENT CASH FLOWS
FROM CURRENT OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
In December 1993 Adjusted New Israeli Shekels
NIS
Income and expenses not involving cash flows:
Depreciation and amortization 61,308
Increase in the liability for the termination
of the employee-employer relationship 54,597
Changes in assets and liabilities:
Increase in accounts receivable and income receivable (731,855)
Increase in inventories (149,269)
Increase in other receivables and current assets (834,224)
Increase in accounts payable 201,336
Increase in other payables and current liabilities 683,718
Increase in related parties 58,868
(655,521)
=========
NICECOM LTD. (IN LIQUIDATION)
NOTES TO THE FINANCIAL STATEMENTS
As of December 31, 1993
Note 1 - General
A. The Company was incorporated and approved under the Companies
Ordinance on December 28, 1992, and commenced operations in January
1993.
B. These financial statements are the initial audited financial
statements prepared by the Company.
C. The Company develops, manufactures, and sells computer
communication products.
D. In October 1994, a resolution was adopted at an extraordinary
meeting of the shareholders of NICECOM LTD. to liquidate the
Company.
Note 2 - Accounting policy
A. Measurement base
1. The financial statements present the financial position as of
balance sheet date, and the results of the Company's operations
measured in New Israeli Shekels of the last month of the
reported year (according to the Consumer Price Index for
December 31, 1993, which represents the average price level for
that month, as published in the following month). This method of
presentation conforms with the opinions of the Institute of
Certified Public Accountants in Israel, and is not meant to
reflect the assets, liabilities, capital or the changes therein,
including the results of operations, on a current basis or any
other economic basis. The reported data were prepared in
accordance with generally accepted accounting principles,
whereby the the cost of non-monetary assets were adjusted on the
basis of the changes in the Consumer Price Index from the date
of acquisition or payment. Capital resources were adjusted
correspondingly, from the date received until the balance sheet
month.
Income Statement items were adjusted according to the changes in
the Consumer Price Index as follows:
- Revenues and expenses, other than financial income and
expenses, were adjusted according to the changes in the Index
from the date the transaction was effected until December
1993.
- Financial income and expenses include the net erosion in the
value of monetary items.
2. The Company maintains its accounts on a current basis in nominal
New Israeli Shekels. The nominal data were adjusted to NIS of a
fixed purchasing power, as aforesaid. Condensed nominal
financial statements, which served as the basis for preparation
of the Company's adjusted financial statements are presented in
Note 17.
3. The balances in these financial statements have all been
adjusted for the changes in the general purchasing power of the
Israeli currency, unless stated otherwise.
4. The financial statements have been prepared in conformity with
generally accepted accounting principles in Israel, which do not
differ in any material respects pertaining to these financial
statements, from generally accepted accounting principles in the
United States.
B. Fixed assets
1. Fixed assets are presented at cost.
2. Depreciation is computed by the straight-line method, at rates
considered sufficient to depreciate the assets over their
estimated useful lives.
C. Foreign currency balances
Foreign currency balances are presented on the basis of the
representative exchange rate prevailing on balance sheet date - NIS
2.986 to the U.S. dollar.
Note 3 - Cash and cash equivalents
Cash and cash equivalents include cash denominated in foreign currency
of NIS 1,345 and marketable certificates of deposit totalling NIS
422,173.
Note 4 - Related parties
Balances with related parties bore interest at the level of the
increase in the Consumer Price Index.
Note 5 - Accounts receivable and income receivable
Composition as of December 31, 1993:
NIS
Open accounts 603,876
Income receivable 127,979
731,855
=======
Note 6 - Other receivables and current assets
Composition as of December 31, 1993:
NIS
Receivable for participation in development expenses 516,230
Companies tax 29,250
Institutions 288,744
834,224
=======
Note 7 - Fixed assets
A. Composition as of December 31, 1993:
A. Composition
Office
furniture
and Leasehold
Vehicles equipment Computers improvements Total
NIS NIS NIS NIS NIS
Cost
Acquisitions for year 579,537 43,614 288,063 242,384 1,153,598
------- ------ ------- ------- ---------
Less -
Accumulated
depreciation for year 46,766 1,480 13,062 - 61,308
------- ------ ------- ------- ---------
Depreciated cost 532,771 42,134 275,001 242,384 1,092,290
======= ====== ======= ======= =========
B. Annual depreciation rates:
%
Vehicles 15
Office furniture and equipment 6 - 10
Computers 20
Leasehold improvements Over the period of the lease
Note 8 - Accounts payable
Composition as of December 31, 1993:
NIS
Open accounts 191,274
Notes payable 10,062
201,336
=======
Note 9 - Other payables and current liabilities
Composition as of December 31, 1993:
NIS
Employees and institutions for salaries
and related expenses 529,010
Institutions 683
Expenses payable 27,750
Miscellaneous 126,275
683,718
=======
Note 10- Loan from a company that is an interested party
The loan is linked to the Consumer Price Index and does not bear
interest. No repayment date has been set. Subsequent to the date of
the financial statements, a portion of the loan equivalent to U.S.
$600,000 was converted to share capital (also see Note 12).
Note 11- Liability for the termination of the employee-employer relationship
The Company's liability for the payment of severance pay to its
employees is computed on the basis of their last salary and their
period of employment. The liability is covered primarily by payments
to insurance companies. The balance of the liability is expressed by
this provision.
Note 12- Share capital
A. Composition as of December 31, 1993
Registered Issued and paid up
NIS NIS
Common shares,
NIS 0.01 par value 10,000 10,000
====== ======
B. Subsequent events
1. Pursuant to an agreement dated February 13, 1994, the Company
allocated shares to a group of investors that grant 25% of the
rights to control and ownership in the Company, in
consideration for the NIS equivalent of U.S. five million
dollars. In addition, the Company allocated shares to its
parent company, Nice Systems Ltd, and to its subsidiary, Nice
Software (1991) Ltd., in consideration for the NIS equivalent
of US $ 1,450,000.
2. The composition of share capital as of the issue date of the
financial statements:
Registered Issued and paid up
NIS NIS
Common shares,
NIS 0.01 par value 20,000,000 14,201,942
========== ==========
3. The Company issued 1,133,334 options to its employees. Each
option may be exercised to purchase one ordinary NIS 1 par
value share of the Company in consideration for payment of its
par value. The options may be exercised over a four year
period, conditioned upon the terms that were stipulated.
Note 13 - Commitments and contingent liabilities
The Company signed agreements with the Chief Scientist of the
Ministry of Industry and Trade, according to which the Company
receives Government grants for development programs. Pursuant to the
terms of the grants, the Company must pay royalties to the Government
of Israel of 2% of the sales of the products that result from the
development program, until it has repaid a maximum of the linked
amount of the grant of NIS 1,057,157 plus linkage differences (in
accordance with the terms of the grant, products developed with grant
funds must be produced in Israel).
Note 14 - Cost of production
Composition:
For the year ended
December 31, 1993
Salaries and related expenses 196,914
Outside projects (includes NIS 412,683 from
a company that is an interested party) 426,949
Other production costs 48,802
Depreciation 8,573
681,238
=======
Note 15 - Research and development costs
Composition:
For the year ended
December 31, 1993
Salaries and related expenses 2,653,087
Outside projects 26,157
Materials 153,407
Other development costs (includes NIS 39,000
from a company that is an interested party) 93,730
Depreciation 4,560
2,930,941
Less - the participation of others (1,074,900)
1,856,041
=========
Note 16 - General and administrative expenses
Includes depreciation of NIS 1,409.
Note 17 - Condensed Nominal Financial Statements
A. Balance Sheet as of December 31, 1993:
NIS
Current assets
Cash and cash equivalents 423,518
Due from related parties 15,198
Accounts receivable and income receivable 731,855
Other receivables 834,224
Inventories 143,571
2,148,366
---------
Fixed assets 1,063,683
---------
3,212,049
=========
Current liabilities
Bank overdraft 1,878
Accounts payable 201,336
Due to related parties 74,066
Other payables and current liabilities 683,718
960,998
---------
Loan from a company that is an interested party 4,725,943
---------
Liability for the termination of the
employee-employer relationship 54,597
---------
Capital deficit
Share capital 10,000
Accumulated loss (2,539,489)
(2,529,489)
---------
3,212,049
=========
B. Income Statement for the year ended December 31, 1993
NIS
Revenues from production 1,293,548
Cost of production 660,284
Gross profit 633,264
---------
Expenses
Research and development costs 1,747,234
Marketing expenses 481,358
Administrative expenses 826,925
3,055,517
---------
Loss from operations 2,422,253
Financial expenses, net 117,236
Net loss 2,539,489
=========
Exhibit 7.4
3Com Corporation
Pro Forma Condensed Combining Balance Sheet
as of May 31, 1994
(unaudited)
(dollars in thousands)
Pro Forma Pro Forma
3Com NiceCom Adjustments Combined
-------- -------- ----------- ---------
ASSETS
Current Assets:
Cash and cash equivalents $ 66,284 $ 300 $(49,517) (1) $ 17,067
Temporary cash investments 63,413 3,378 - 66,791
Trade receivables 118,653 838 - 119,491
Inventories 71,352 62 - 71,414
Deferred income taxes 31,236 - - 31,236
Other 10,134 99 - 10,233
Total current assets 361,072 4,677 (49,517) 316,232
Property and equipment-net 67,001 777 - 67,778
Other assets 16,270 - 21,045 (2) 37,315
Total $444,343 $5,454 $(28,472) $421,325
======== ====== ========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 51,827 $ 282 - $ 52,109
Accrued and other liabilities 91,130 361 $ 1,968 (3) 93,459
Income taxes payable 19,090 - - 19,090
Current portion of long-term
obligations 482 16 - 498
Total current liabilities 162,529 659 1,968 165,156
Long-term obligations 1,058 55 - 1,113
Shareholders' Equity:
Common stock 219,735 6,865 2,521 (4) 229,121
Retained earnings 61,326 (1,947) (33,139) (5) 26,240
Accumulated translation
adjustments (305) (178) 178 (6) (305)
Total shareholders' equity 280,756 4,740 (30,440) 255,056
Total $444,343 $5,454 $(28,472) $421,325
======== ====== ========= ========
See notes to pro forma condensed combining financial statements.
3Com Corporation
Pro Forma Condensed Combining Statement of Operations
Fiscal Year Ended May 31, 1994
(in thousands except per share data)
(unaudited)
3Com NiceCom
Year Year
Ended Ended Pro Forma Pro Forma
5/31/94 6/30/94 Adjustments Combined
-------- ------- ----------- ---------
Sales $826,995 $ 680 - $827,675
Costs and expenses:
Cost of sales 405,927 406 $ 56 (7) 406,389
Sales and marketing 171,799 205 - 172,004
Research and development 76,467 1,104 - 77,571
General and administrative 35,379 332 - 35,711
Purchased in-process technology 134,481 - - 134,481
Total 824,053 2,047 56 826,156
Operating income (loss) 2,942 (1,367) (56) 1,519
Gain on sale of investment 17,746 - - 17,746
Other expense--net (1,150) (109) - (1,259)
Income (loss) before income taxes 19,538 (1,476) (56) 18,006
Provision for income taxes 48,232 - - 48,232
Net loss $(28,694) $(1,476) $(56) $(30,226)
========= ======== ===== =========
Net loss per common and
equivalent share $ (0.46) - - $ (0.48)
Common and equivalent shares used
in computing per share amounts 62,620 - - 62,713 (8)
Per share data has been adjusted for the two-for-one stock split effective
September 1, 1994.
See notes to pro forma condensed combining financial statements.
3Com Corporation
Pro Forma Condensed Combining Statement of Operations
Three Months Ended August 31, 1994
(in thousands except per share data)
(unaudited)
3Com NiceCom
3 Mos. 3 Mos.
Ended Ended Pro Forma Pro Forma
8/31/94 9/30/94 Adjustments Combined
Sales $249,280 $ 210 - $249,490
Costs and expenses:
Cost of sales 118,154 166 $ 14 (7) 118,334
Sales and marketing 51,051 348 - 51,399
Research and development 26,057 750 - 26,807
General and administrative 9,488 109 - 9,597
Total 204,750 1,373 14 206,137
Operating income (loss) 44,530 (1,163) (14) 43,353
Other expense--net (13) (20) - (33)
Income (loss) before income taxes 44,517 (1,183) (14) 43,320
Provision for income taxes 16,026 - - 16,026
Net income (loss) $ 28,491 $(1,183) $(14) $ 27,294
======== ======== ===== ========
Net income per common and
equivalent share $ 0.41 - - $ 0.39
Common and equivalent shares used
in computing per share amounts 70,246 - - 70,484 (8)
Per share data has been adjusted for the two-for-one stock split effective
September 1, 1994.
See notes to pro forma condensed combining financial statements.
3Com Corporation
Notes to Pro Forma Condensed Combining Financial Statements
1. Acquisition
NiceCom, Inc.
On October 18, 1994, pursuant to an Asset Purchase Agreement dated
September 18, 1994 (the "Agreement") among 3Com Corporation (the
"Company"), NiceCom, Ltd., an Israeli corporation ("NiceCom"), Nice
Systems, Ltd., an Israeli corporation and the parent company of NiceCom
("Nice Systems"), Nice Software, Ltd., an Israeli corporation affiliated
with Nice Systems, and Nachman Shelef and Avinoam Rubinstein, as such
Agreement was amended on October 17, 1994, the Company and 3Com Israel,
Ltd., an Israeli corporation and wholly-owned subsidiary of the Company
("Sub"), purchased substantially all the assets and assumed
substantially all the liabilities of NiceCom (the "Acquisition"). The
negotiated value for the purchase of the assets and liabilities of
NiceCom was approximately $53.2 million. Such $53.2 million amount was
paid using funds from the Company's working capital and the issuance of
93,162 shares of Common Stock of the Company, with an aggregate value of
approximately $3.7 million that was issued to Messrs. Shelef and
Rubinstein. Under the terms of the Agreement, a portion of such cash
and stock was deposited into an escrow account as security for the
indemnification of the Company by NiceCom for breaches of the
representations, warranties and covenants of NiceCom set forth in the
Agreement. Except with respect to breaches of certain representations
and warranties, such account is the sole and exclusive source of any
claim or remedy by the Company against NiceCom or its stockholders in
connection with the Acquisition. Subject to reduction based on
outstanding or resolved claims, the cash and stock in such account will
be distributed to NiceCom and Messrs. Shelef and Rubinstein in the
future. In addition to the purchase price for the assets, as required
by the agreement, 3Com assumed all outstanding options held by NiceCom
employees with an aggregate value of approximately $5.7 million.
2. Pro forma adjustments
The accompanying pro forma financial statements are presented in
accordance with Article 11 of Regulations S-X.
The unaudited pro forma condensed combining balance sheet has been
prepared as if the acquisition, which was accounted for as a purchase,
was completed as of May 31, 1994. The aggregate purchase price of $53.2
million, plus $5.7 million of costs attributed to the exchange of
NiceCom options for 3Com options and $2.0 million of costs directly
attributable to the completion of the acquisition have been allocated to
the assets and liabilities acquired. The allocation of the purchase
price among the identifiable intangible assets was based on an
independent appraisal of the fair market value of those assets. Such
appraisal allocated $58.2 million to purchased in-process research and
development, which has not yet reached technological feasibility and
does not have alternative future uses. This amount has been charged to
the Company's operations in accordance with generally accepted
accounting principles.
To prepare the pro forma unaudited condensed combining statement of
operations, the 3Com statement of operations for the year ended May 31,
1994 has been combined with the statement of operations of NiceCom for
the year ended June 30, 1994. Also, the 3Com statement of operations
for the three months ended August 31, 1994 has been combined with the
statement of operations of NiceCom for the three months ended September
30, 1994. This method of combining the companies is for the
presentation of unaudited condensed combining financial statements only.
Actual statements of operations of the companies will be combined from the
effective date of the acquisition, with no retroactive restatement.
The unaudited pro forma condensed combining financial statements should
be read in conjunction with the historical financial statements of 3Com
and NiceCom.
The unaudited pro forma condensed combining statements of operations do
not include the one-time $58.2 million charge for purchased in-process
technology arising from this acquisition, as it is a material
nonrecurring charge. This charge will be included in the actual
consolidated statement of operations of 3Com Corporation in the second
quarter of fiscal 1995.
The following pro forma adjustments have been made to the pro forma
condensed combining financial statements.
(1) Reflects cash paid to stockholders of NiceCom.
(2) Reflects the allocation of purchase price to the intangible
assets identified in the purchase price allocation and a deferred tax
asset associated with the charge for purchased in-process technology.
(3) Reflects the accrual of costs directly attributable to the
completion of the acquisition.
(4) Reflects the elimination of NiceCom's shareholders' equity and
assumption of stock options outstanding under the NiceCom stock
option plan and restricted stock issued with the acquisition.
(5) Includes the one-time charge for purchased in-process technology
identified in the purchase price allocation, net of the related
tax benefit.
(6) Reflects the elimination of NiceCom's accumulated translation
adjustment arising from the acquisition.
(7) Reflects pro forma amortization of the purchased intangibles of
$56,000 for the year ended May 31, 1994 and $14,000 for the three
months ended August 31, 1994.
(8) Reflects the shares issued and the impact of dilutive stock
options assumed in the acquisition.
