<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) December 23, 1998
VIEW TECH, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-25940 77-0312442
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
</TABLE>
3760 Calle Tecate, Suite A, Camarillo California 93012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 482-8277
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
Following an oral hearing before the Nasdaq Qualifications Hearing Panel (the
"Panel") in connection with the Company's potential delisting from the Nasdaq
National Market due to the Company's failure, as of September 30, 1998, to meet
the applicable listing requirement stipulating $4,000,000 in net tangible
assets, View Tech, Inc. (the "Company") received letters from Nasdaq on December
7 and 11, 1998 (the "Nasdaq Correspondence").
The Nasdaq Correspondence confirmed that the Panel has determined to continue
listing the Company's securities on the Nasdaq National Market provided the
Company complies with the following exception: it makes a public filing with the
Securities and Exchange Commission (the "SEC") and Nasdaq, on or before December
23, 1998 evidencing a minimum of $4,000,000 in net tangible assets. The filing
must contain a December 15, 1998 balance sheet with pro-forma adjustments for
any significant events or transactions occurring on or before the filing date.
The Nasdaq Correspondence further requires that the Company make an additional
public filing or on before February 1, 1999 with the SEC and Nasdaq evidencing
profitability, on a net income basis, for the quarter ending December 31, 1998.
In order to fully comply with the terms of the Nasdaq exception, the Company
must be able to demonstrate compliance with all requirements for continued
listing on the Nasdaq National Market. However, in the event the Company fails
to meet any of the terms of the Panel's exception and is delisted from the
Nasdaq National Market, the Company's securities may be eligible for listing on
the Nasdaq SmallCap Market.
In accordance with the Nasdaq Correspondence, the Company has prepared the
consolidated balance sheet as of December 15, 1998, which is attached as Exhibit
99.1. No pro forma adjustments are set forth as there have been no significant
events or transactions (i.e. other than ordinary business) occurring on or
before the filing date since December 15, 1998. The information presented on the
attached December 15, 1998 consolidated balance sheet has not been audited by
independent accountants, but includes all adjustments (consisting of normal
recurring accruals) which are, in the opinion of management, necessary for a
fair presentation of the December 15, 1998 consolidated balance sheet.
The Company expects to make a second filing, on Form 8-K, on or before February
1, 1999 with the SEC and Nasdaq evidencing profitability, on a net income
basis, for the quarter ending December 31, 1998. The Company also expects to be
able to demonstrate compliance with all listing requirements for the continued
listing on the Nasdaq National Market.
Statements that are not historical facts or that express the beliefs and
expectations of management regarding future events or performance are forward
looking statements. Those statements are subject to risks and uncertainties
that could cause actual results or events in future periods to differ materially
from those anticipated or forecasted. Those risks and uncertainties are
detailed from time to time in the Company's filings with the SEC.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. The balance sheets presented herein should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997 and
the quarterly reports on Form 10-Q's for the quarters ended March 31, 1998, June
30, 1998 and September 30, 1998.
2
<PAGE>
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 hereunto duly authorized.
VIEW TECH, INC.
December 23, 1998 /s/ Ali Inanilan
- -------------------- ------------------------------------------
Date Ali Inanilan
Chief Financial and Administrative Officer
3
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
- --------------------------------------------------------------------------------
99.1 Consolidated Balance Sheets for View Tech, Inc.
representing the period ended December 15, 1998
(unaudited) and December 31, 1997
4
<PAGE>
EXHIBIT 99.1
------------
VIEW TECH, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
December 15, December 31,
1998 1997
------------- ------------
CURRENT ASSETS: (Unaudited)
<S> <C> <C>
Cash and cash equivalents $ 772,683 $ 1,204,690
Accounts receivable (net of reserves of $838,967
and $658,656, respectively) 14,803,527 13,326,667
Inventory 3,574,767 2,532,456
Other current assets 455,447 428,889
----------- -----------
Total Current Assets 19,606,424 17,492,702
PROPERTY AND EQUIPMENT, net 3,477,104 3,423,838
GOODWILL, net 2,308,190 4,198,927
OTHER ASSETS 711,206 696,701
----------- -----------
$26,102,924 $25,812,168
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
<S> <C> <C>
Accounts payable $ 8,959,206 $ 7,168,763
Current portion of long-term debt 459,057 661,290
Accrued payroll and related costs 1,939,424 1,904,506
Deferred revenue 1,965,270 1,087,161
Accrued restructuring costs 1,199,811 --
Other current liabilities 627,280 1,371,248
----------- -----------
Total Current Liabilities 15,150,048 12,192,968
----------- -----------
LONG-TERM DEBT 4,422,069 5,342,368
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.0001, authorized
5,000,000 shares, none issued or outstanding -- --
Common stock, par value $.0001, authorized
20,000,000 shares, issued and outstanding
7,722,278 and 6,589,571 shares at December 15, 1998
and December 31, 1997, respectively 772 659
Additional paid-in capital 15,261,091 13,653,624
Accumulated deficit (8,731,056) (5,377,451)
----------- -----------
6,530,807 8,276,832
----------- -----------
$26,102,924 $25,812,168
=========== ===========
</TABLE>
