<PAGE>
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) January 22, 1999
VIEW TECH, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-25940 77-0312442
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
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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 the Nasdaq on
December 7, 11 and 30, 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 made 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, containing 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 on or before February 1, 1999 with the SEC and Nasdaq evidencing
profitability, on a net income basis, for the quarter ended 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 previously prepared
the consolidated balance sheet as of December 15, 1998 and made a public filing
on Form 8-K with the SEC and Nasdaq on December 22, 1998.
Attached hereto as Exhibits 99.1 and 99.2, are the Company's consolidated
balance sheets as of December 31, 1998 and 1997 and the consolidated statements
of operations (unaudited) for the three months ended December 31, 1998 and 1997,
respectively. In accordance with the Nasdaq Correspondence, the consolidated
statement of operations for the quarter ended December 31, 1998 is evidence of
the Company's profitability on a net income basis.
Certain information and footnote disclosures normally included in financial
statements, prepared in accordance with generally accepted accounting
principles, have been omitted. The consolidated balance sheets and consolidated
statements of operations 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.
January 25, 1999 /s/ Ali Inanilan
- -------------------------- ----------------------------------
Date Ali Inanilan
Chief Financial and Administrative Officer
3
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Exhibit Index
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<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ---------------------------------------------------------------------------------------
<C> <S> <C>
99.1 Consolidated Balance Sheets for View Tech, Inc. as of
December 31, 1998 and 1997 5
99.2 Consolidated Statements of Operations for View Tech, Inc.
representing the quarters ended December 31, 1998
and 1997 (Unaudited) 6
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<PAGE>
EXHIBIT 99.1
------------
View Tech, Inc.
Consolidated Balance Sheets
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<CAPTION>
ASSETS
December 31, December 31,
1998 1997
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 661,158 $ 1,204,690
Accounts receivable (net of reserves of $869,304
and $658,656, respectively) 14,091,912 13,326,667
Inventory 4,410,166 2,532,456
Other current assets 544,860 428,889
----------- ------------
Total Current Assets 19,708,096 17,492,702
PROPERTY AND EQUIPMENT, net 3,548,993 3,423,838
GOODWILL, net 2,300,064 4,198,927
OTHER ASSETS 688,365 696,701
----------- ------------
$26,245,518 $25,812,168
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 7,669,229 $ 7,168,763
Current portion of long-term debt 336,193 661,290
Accrued payroll and related costs 2,348,421 1,904,506
Deferred revenue 1,940,579 1,087,161
Accrued restructuring costs 1,026,496 --
Other current liabilities 657,432 1,371,248
----------- -----------
Total Current Liabilities 13,978,350 12,192,968
----------- -----------
LONG-TERM DEBT 5,196,653 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
7,722,277 and 6,589,571 shares at December 31, 1998
and December 31, 1997, respectively 772 659
Additional paid-in capital 15,261,591 13,653,624
Accumulated deficit (8,191,848) (5,377,451)
----------- -----------
7,070,515 8,276,832
----------- -----------
$26,245,518 $25,812,168
=========== ===========
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<PAGE>
EXHIBIT 99.2
------------
View Tech, Inc.
Consolidated Statements of Operations
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<CAPTION>
Three Months Ended
December 31,
----------------------------
1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
Revenues:
Product sales and service revenues $10,222,831 $10,207,645
Agency commissions 4,421,436 4,502,805
----------- -----------
14,644,267 14,710,450
----------- -----------
Costs and expenses:
Costs of goods sold 6,897,059 6,934,804
Sales, general and administrative 6,924,345 7,637,225
Restructuring and other costs -- --
----------- -----------
13,821,404 14,572,029
----------- -----------
Income from operations 822,863 138,421
Other Expense (110,250) (101,551)
----------- -----------
Income before income taxes 712,613 36,870
Provision for income taxes -- --
----------- -----------
Net income $ 712,613 $ 36,870
=========== ===========
Earnings per common share
assuming dilution $ 0.10 $ 0.01
=========== ===========
Weighted average shares outstanding 7,317,150 6,517,785
=========== ===========
Weighted average shares outstanding
assuming dilution 7,436,086 7,346,669
=========== ===========
</TABLE>
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