<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): May 18, 2000
WIRE ONE TECHNOLOGIES, INC.
---------------------------
(Exact name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 0-25940 77-0312442
---------- --------- -----------
(State or Other Jurisdiction (Commission File No.) (IRS Employer Identification No.)
of Incorporation)
</TABLE>
225 Long Avenue, Hillside, NJ 07205
----------------------------- -------
(Address of Principal Executive Offices) (Zip Code)
(973) 282-2000
----------------
(Registrant's Telephone Number, Including Area Code)
<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
Item 2. Acquisition and Disposition of Assets.
On December 27, 1999, View Tech, Inc., a Delaware corporation
("VTI"), and All Communications Corporation, a New Jersey corporation ("ACC"),
entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 to
Agreement and Plan of Merger dated as of February 29, 2000 by and between VTI
and ACC (as amended, the "Merger Agreement"). On May 18, 2000 (the "Effective
Time"), pursuant to the Merger Agreement and subject to the terms and conditions
set forth therein, ACC was merged with and into VTI with VTI as the surviving
corporation of such merger (the "Merger"). At the Effective Time, all ACC
shareholders received 1.65 shares of VTI common stock for each share of ACC
common stock they owned, and owned approximately 74% of the outstanding common
stock of VTI. Immediately following the Effective Time, VTI changed its name to
Wire One Technologies, Inc.
The foregoing description of the terms of the transactions is
qualified in its entirety by reference to the Merger Agreement. A copy of the
Merger Agreement is filed as Exhibits 2.1 and 2.2 and is incorporated herein by
reference.
A press release announcing the consummation of the Merger
Agreement was issued on May 18, 2000. The press release is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
Incorporated by reference to ACC's (i) annual report
on Form 10-KSB for the year ended December 31, 1999, as filed with the
Securities and Exchange Commission on March 30, 2000 and (ii) quarterly report
on Form 10-QSB for the period ended March 31, 2000, as filed with the Securities
and Exchange Commission on May 15, 2000.
(b) Pro Forma financial Information.
Unaudited Pro Forma Condensed Combined Balance Sheet
as of March 31, 2000.
Unaudited Pro Forma Condensed Combined Statement of
Operations for the Three Months Ended March 31, 2000 and for the Year Ended
December 31, 1999
2
<PAGE>
(c) Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Agreement and Plan of Merger dated as of December 27, 1999 by and between
View Tech, Inc. and All Communications Corporation.*
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of February 29,
2000, by and between View Tech, Inc. and All Communications Corporation.*
99.1 Text of Press Release dated May 18, 2000.**
------------------------
*Filed as an exhibit to View Tech, Inc.'s Registration Statement on Form S-4
(Registration No. 333-95145), and incorporated herein by reference.
**Filed herewith.
</TABLE>
3
<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.
WIRE ONE TECHNOLOGIES, INC.
By /s/ Richard Reiss
------------------------------------
Richard Reiss
President and Chief Executive Officer
Date: June 2, 2000
4
<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Under the terms of the merger, each outstanding share of ACC common stock
was converted into the right to receive 1.65 shares of VTI common stock. All VTI
share and per share information in the unaudited pro forma combined financial
statements and accompanying notes gives effect to a 2 for 1 reverse stock split
approved by VTI stockholders on May 18th, 2000.
VTI was the surviving legal entity in the merger. However, for accounting
purposes, ACC is deemed to be the acquiror and, accordingly, the merger was
accounted for as a "reverse acquisition" of VTI under the purchase method of
accounting. Under this method of accounting, the combined company's historical
results for periods prior to the merger are the same as ACC's historical
results. On the date of the merger, the assets and liabilities of VTI were
recorded at their estimated fair values, and VTI's operations were included in
ACC historical financial statements on a going forward basis.
The following unaudited pro forma combined financial statements include the
historical financial statements of VTI and ACC as of and for the three months
ended March 31, 2000, and for the year ended December 31, 1999. The unaudited
pro forma combined financial statements give effect to the merger as if it had
occurred on March 31, 2000 for purposes of the unaudited pro forma combined
balance sheet, and on January 1, 1999 for purposes of the unaudited pro forma
combined statements of operations.
The pro forma adjustments are based on preliminary estimates and certain
assumptions that VTI and ACC believe are reasonable under the circumstances. The
preliminary allocation of the purchase price to assets and liabilities of VTI
reflects the assumption that assets and liabilities are carried at historical
amounts which approximate fair market value. The actual allocation of the
purchase price may differ from that reflected in the unaudited pro forma
financial statements after a more extensive review of the fair market values of
the assets and liabilities has been completed as of the acquisition date. When
such a review is completed, a portion of the purchase price may be ascribed to
intangible assets (other than goodwill) that have shorter amortization lives
than the life ascribed to goodwill in preparing the accompanying pro forma
financial statements. Thus, the resulting incremental amortization charges, if
any, from that portion of the purchase price ascribed to other intangible assets
could be materially different from the amortization expense presented in the pro
forma financial statements. In addition, a final valuation of severance, office
closings and other exit costs related to or arising from the merger has yet to
be finalized, but is expected to be completed prior to the consummation of the
merger. Actual results may differ from the estimates reflected in the pro forma
adjustments.
The following unaudited pro forma combined financial statements are based
on assumptions and include adjustments as explained in the accompanying notes.
These unaudited pro forma combined financial statements are not necessarily
indicative of the actual financial results that would have occurred if the
transactions described above had been effective on and as of the dates indicated
and may not be indicative of operations in future periods or as of future dates.
The unaudited pro forma combined financial statements should be read in
conjunction with the accompanying notes and the historical financial statements
and notes thereto of VTI and ACC which are included in their respective
Quarterly Reports on Form 10-Q and 10QSB for the three months ended March 31,
2000 and their respective annual reports on Form 10-K and Form 10-KSB for the
year ended December 31, 1999.
<PAGE>
Wire One Technologies
Unaudited Pro Forma Combined Balance Sheet
March 31, 2000
<TABLE>
<CAPTION>
Historical Pro Forma
----------------------------------- Pro Forma Combined
View Tech All Communications Adjustments Company
--------- ------------------ ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ................. $ 69,768 $ 7,166,978 $ -- $ 7,236,746
Accounts receivable, net of allowance ..... 6,803,744 4,779,682 -- 11,583,426
Inventories ............................... 2,773,101 4,279,518 500,000 (1a) 7,552,619
Deferred income taxes ..................... -- 230,083 (200,000)(1a) 30,083
Prepaid expenses and
other current assets .................... 819,833 188,488 -- 1,008,321
------------ ----------- ------------ -----------
Total current assets .................... 10,466,446 16,644,749 300,000 27,411,195
Property and equipment, net ................. 2,061,157 631,887 -- 2,693,044
Goodwill and other intangibles, net ......... -- -- 31,896,829 (1a) 31,896,829
Other assets ................................ 368,444 151,105 -- 519,549
------------ ----------- ------------ -----------
Total assets ............................ $ 12,896,047 $17,427,741 $ 32,196,829 $62,520,617
============ =========== ============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loans payable-current portion ............. $ 1,226,559 $ 30,565 $ -- $ 1,257,124
Subordinated debt ......................... 1,639,532 -- -- 1,639,532
Accounts payable .......................... 6,684,490 2,179,535 -- 8,864,025
Accrued expenses .......................... 852,108 769,919 1,650,000 (1b) 3,272,027
Deferred revenue .......................... 2,904,024 459,170 -- 3,363,194
Other current liabilities ................. 918,060 240,993 -- 1,159,053
------------ ----------- ------------ -----------
Total current liabilities ............... 14,224,773 3,680,182 1,650,000 19,554,955
Long-term debt .............................. 23,647 8,017 -- 31,664
------------ ----------- ------------ -----------
Total liabilities ....................... 14,248,420 3,688,199 1,650,000 19,586,619
STOCKHOLDERS' EQUITY
Common stock .............................. 941 13,796,290 (13,795,593)(1c) 1,638
Additional paid-in capital ................ 20,125,063 392,188 22,864,045 (1c) 43,381,296
Accumulated deficit ....................... (21,478,377) (448,936) 21,478,377 (1c) (448,936)
------------ ----------- ------------ -----------
Total stockholders' equity .............. (1,352,373) 13,739,542 30,546,829 42,933,998
------------ ----------- ------------ -----------
Total liabilities and
stockholders' equity .................. $ 12,896,047 $17,427,741 $ 32,196,829 $62,520,617
============ =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these unaudited proforma
financial statements
<PAGE>
<TABLE>
<CAPTION>
Wire One Technologies, Inc.
Unaudited Pro Forma Combined Statement of Operations for the Quarter ended March 31, 2000
Historical Pro Forma
------------------------------------ Pro Forma Combined
View Tech All Communications Adjustments Company
----------- ------------------ ------------ -----------
<S> <C> <C> <C> <C>
Revenues ............................... $ 9,213,788 $5,983,507 $ -- $15,197,295
Cost of revenues ....................... 5,901,545 3,846,211 -- 9,747,756
----------- ---------- ------------ -----------
Gross margin ........................... 3,312,243 2,137,296 -- 5,449,539
----------- ---------- ------------ -----------
Selling ................................ 2,250,925 1,398,693 -- 3,649,618
General and administrative ............. 1,616,504 603,681 -- 2,220,185
Amortization of goodwill ............... 568,750 (2b) 568,750
----------- ---------- ------------ -----------
3,867,429 2,002,374 568,750 6,438,553
----------- ---------- ------------ -----------
Income (loss) from operations .......... (555,186) 134,922 (568,750) (989,014)
Other (income) expense:
Net interest ........................... 741,040 (6,465) -- 734,575
Other .................................. -- 12,242 -- 12,242
----------- ---------- ------------ -----------
741,040 5,777 -- 746,817
----------- ---------- ------------ -----------
Income (loss) before income taxes ...... (1,296,226) 129,145 (568,750) (1,735,831)
Income tax (provision) benefit ......... -- (53,400) 53,400 (2c) --
----------- ---------- ------------ -----------
Loss from continuing operations ........ $(1,296,226) $ 75,745 $ (515,350) $(1,735,831)
=========== ========== ============ ===========
Per share:
Loss from continuing operations-basic .. $ (0.32) $ 0.01 $ (0.13)
=========== ========== ===========
Weighted average shares-basic .......... 4,114,587 5,301,503 3,445,976 (2d) 12,862,066
=========== ========== ============ ===========
Loss from continuing
operations-diluted................... $ (0.32) $ 0.01 $ (0.13)
=========== ========== ===========
Weighted average shares-diluted ........ 4,114,587 8,997,654 (250,175)(2d) 12,862,066
=========== ========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these unaudited pro forma
financial statements.
<PAGE>
Wire One Technologies, Inc.
Unaudited Pro Forma Combined Statement of Operations for the Year Ended
december 31, 1999
<TABLE>
<CAPTION>
Historical Pro Forma
-------------------------------- Pro Forma Combined
View Tech All Communications Adjustments Company
----------- ------------------ ----------- -----------
<S> <C> <C> <C> <C>
Revenues........................................ $35,479,607 $ 23,997,212 $ -- $59,476,819
Cost of revenues................................ 25,292,064 16,527,505 500,000(2a) 42,319,569
----------- ------------ ----------- -----------
Gross margin.................................... 10,187,543 7,469,707 (500,000) 17,157,250
----------- ------------ ----------- -----------
Selling......................................... 9,955,816 4,543,873 -- 14,499,689
General and administrative...................... 7,089,561 1,765,411 -- 8,854,972
Amortization of goodwill........................ -- -- 2,275,000(2b) 2,275,000
----------- ------------ ----------- -----------
17,045,377 6,309,284 2,275,000 25,629,661
----------- ------------ ----------- -----------
Income (loss) from operations................... (6,857,834) 1,160,423 (2,775,000) (8,472,411)
----------- ------------ ----------- -----------
Other expense:
Net interest expense............................ (687,083) (157,938) -- (845,021)
Other........................................... -- (43,137) -- (43,137)
----------- ------------ ----------- -----------
(687,083) (201,075) -- (888,158)
----------- ------------ ----------- -----------
Income (loss) from continuing operations before
income taxes.................................. (7,544,917) 959,348 (2,775,000) (9,360,569)
Income tax (provision) benefit.................. (382,798) 105,239 87,261(2c) (190,298)
----------- ------------ ----------- -----------
Income (loss) from continuing operations........ $(7,927,715) $ 1,064,587 $(2,687,739) $(9,550,867)
=========== ============ =========== ===========
Per share:
Income (loss) from continuing operations--
basic......................................... $ (2.02) $ .22 $ (.80)
=========== ============ ===========
Weighted average shares--basic.................. 3,921,259 4,910,000 3,191,500(2d) 12,022,759
=========== ============ =========== ===========
Income (loss) from continuing
operations--diluted........................ $ (2.02) $ .17 $ (.80)
=========== ============ ===========
Weighted average shares--diluted.............. 3,921,259 6,169,074 1,932,426(2d) 12,022,759
=========== ============ =========== ===========
</TABLE>
The accompanying notes are an integral part of these unaudited pro forma
financial statements.
<PAGE>
BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma combined financial statements of VTI have been
prepared based on preliminary estimates of the purchase consideration and the
allocation of the purchase price to the fair value of VTI assets and liabilities
as of March 31, 2000. The actual consideration and allocation may differ from
that reflected in the pro forma combined financial statements after further
asset valuations and other procedures have been completed. Following is a
schedule of the estimated purchase price, the estimated purchase price
allocation and the estimated amortization of goodwill and other intangible
assets as of March 31, 2000:
ESTIMATED PURCHASE PRICE:
<TABLE>
<S> <C>
Value of securities issued..................................................... $29,194,456
Direct merger costs............................................................ 1,650,000
-----------
Total.......................................................................... $30,844,456
===========
</TABLE>
The value of securities issued was determined as follows:
<TABLE>
<S> <C>
Value of VTI shares............................................................ $26,924,689
Value of VTI options and warrants.............................................. 2,269,767
-----------
Value of securities issued..................................................... $29,194,456
===========
</TABLE>
The value of the shares was computed using a five-day average share price
with a midpoint of December 28, 1999, the date of the merger announcement. The
number of shares used in the computation is based on VTI shares outstanding as
of March 31, 2000. The computation does not give effect to a contemplated
reverse two for one stock split of VTI shares and equivalent shares prior to
completion of the merger.
Direct merger costs consist of brokerage, legal, accounting and other
professional fees estimated to be incurred as follows:
<TABLE>
<S> <C>
ACC............................................................................. $1,000,000
VTI............................................................................. 650,000
----------
Total estimated direct merger costs............................................. $1,650,000
==========
</TABLE>
ESTIMATED PURCHASE PRICE ALLOCATION:
<TABLE>
<S> <C>
VTI assets acquired........................................................... $ 12,896,047
VTI liabilities assumed....................................................... (14,248,420)
Inventory step-up to fair market value........................................ 500,000
Deferred tax liability........................................................ (200,000)
Goodwill and other intangible assets.......................................... 31,896,829
------------
Total......................................................................... $ 30,844,456
============
</TABLE>
The VTI assets acquired and liabilities assumed are derived from the
historical balance sheet of VTI as of March 31, 1999. The deferred tax
liability was determined by applying the statutory income tax rate of 40% to the
inventory step-up.
<TABLE>
<S> <C>
Estimated annual amortization expense (based on an amortization period of
fifteen years):............................................................... $2,275,000
==========
</TABLE>
<PAGE>
Notes to Unaudited Pro Forma Combined Financial Statements
1. Unaudited Pro Forma Combined Balance Sheet Adjustments
a. Records the allocation of a portion of the purchase price to the
inventory step-up to fair market value, goodwill and other intangible
assets, and the related deferred tax liability.
b. Records the estimated direct costs of the merger.
c. Records the recapitalization of ACC shares based on VTI's capital
structure, the issuance of securities in connection with the merger, and
the elimination of VTI's stockholders' deficit, as follows:
<TABLE>
<CAPTION>
Additional
Common Paid-in Accumulated
Stock Capital Deficit
------------ ----------- -----------
<S> <C> <C> <C>
Recapitalization of outstanding ACC shares based
on VTI's capital structure..................... $(13,799,248) $13,799,248 $ --
Value of shares issuable in reverse merger....... 4,597 26,920,092 --
Value of options and warrants exchanged.......... -- 2,269,767 --
Elimination of VTI stockholders' deficit......... (942) (20,125,062) 21,478,377
------------ ----------- -----------
Pro forma adjustment............................. $(13,795,593) $22,864,045 $21,478,377
============ =========== ===========
</TABLE>
2. Unaudited Pro Forma Combined Statement of Operations Adjustments
a. Records the write-off of the inventory step-up to cost of revenues in
the year ended December 31, 1999.
b. Records the amortization of goodwill and other intangible assets. The
goodwill and other intangible assets are amortized on a straight-line
basis over 15 years.
c. Records the adjustment to income taxes, as follows:
<TABLE>
Year Ended Three Months Ended
December 31, March 31,
1999 2000
------------------ ------------------
<S> <C> <C>
Reversal of deferred tax liability to income tax expense......................... $ 200,000 $ --
Reversal of ACC's net income tax expense (benefit) as a result of the pro forma
combination and the effects of VTI's operating loss............................ (112,739) 53,400
------------------ ------------------
Pro forma income tax adjustment.................................................. $ 87,261 $ 53,400
================== ==================
</TABLE>
On an historical basis, VTI has established a valuation allowance to offset
the tax benefits of net operating loss carryforwards and other deferred tax
assets. At such time as management of the combined company determines that
it is more likely than not that the deferred tax assets are realizable, the
valuation allowances will be reduced. VTI's realized deferred tax benefits
will be credited to the goodwill asset established in the purchase price
allocation.
d. Following is the calculation of the combined weighted average shares
outstanding for the year ended December 31, 1999 and for the three
months ended March 31, 2000. Common stock equivalents of VTI and ACC,
consisting of stock options and warrants, are not reflected in the pro
forma diluted calculation because their inclusion would be anti-
dilutive:
<TABLE>
<CAPTION>
Year Ended Three Months Ended
December 31, March 31,
1999 2000
------------ ------------
<S> <C> <C>
Weighted average shares outstanding--VTI (basic and diluted).................. 3,921,259 4,114,587
------------ ------------
Weighted average shares outstanding--ACC (diluted)............................ 6,169,074 8,997,654
Less: Adjustment of ACC diluted shares to reverse incremental shares.......... (1,259,074) (3,696,151)
------------ ------------
ACC shares basic and diluted, as adjusted..................................... 4,910,000 5,301,053
------------ ------------
Weighted average shares outstanding--combined................................. 8,831,259 9,416,090
Incremental shares from conversion of ACC shares to VTI shares at a 1.65 to 1
ratio....................................................................... 3,191,500 3,445,976
------------ ------------
Pro forma combined weighted average shares outstanding--basic and diluted..... 12,022,759 12,862,066
============ ============
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Agreement and Plan of Merger dated as of December 27, 1999 by and between View Tech, Inc. and
All Communications Corporation.*
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of February 29, 2000, by and between
View Tech, Inc. and All Communications Corporation.*
99.1 Text of Press Release dated May 18, 2000.**
</TABLE>
------------------------
* Filed as an exhibit to View Tech, Inc.'s Registration Statement on Form S-4
(Registration No. 333-95145), and incorporated herein by reference.
** Filed herewith.
5
