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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
CURRENT REPORT
FORM 8-K/A
(Amendment No. 2)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 12, 1994
AMERIQUEST TECHNOLOGIES, INC.
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(Exact name of registrant as specified in charter)
Delaware
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(State of other jurisdiction of incorporation)
1-10397 33-0244136
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(Commission File Number) (IRS Employer Identification No.)
2722 Michelson Drive, Irvine, CA 92715
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(Address of principal executive offices) (Zip Code)
(714) 222-6000
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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Effective June 6, 1994, AmeriQuest Technologies, Inc. ("AQS") issued
1.1 million shares of its Common Stock in exchange for 3.3 million shares (51
percent) of Kenfil Inc. ("Kenfil") Common Stock held by certain principal
shareholders of Kenfil in a first-stage exchange pursuant to AmeriQuest's two
phase acquisition of Van Nuys, California-based Kenfil.
On September 12, 1994, the shareholders of Kenfil and AQS approved the
proposed merger of "AmeriQuest/Kenfil Inc.," a wholly-owned subsidiary of AQS,
with and into Kenfil (the "Merger"). The Merger has since become effective, and
AQS is now the sole shareholder of AmeriQuest/Kenfil Inc. In connection with
the Merger, AQS issued 1,046,252 shares of its Common Stock to the Kenfil
minority shareholders, 1,894,360 shares to the holders of Kenfil's subordinated
debt and 2,788,353 shares to Kenfil's vendors.
Kenfil is a distributor of microcomputer software. Its key vendors include
Corel, Broderbund, Symantec, Quarterdeck Office Systems and IBM.
---------------------------
Effective September 22, 1994, ("AQS") issued 1,402,805 shares of its Common
Stock in exchange for 50.1 percent of the issued and outstanding shares of
Robec, Inc. ("Robec") Common Stock held by certain principal shareholders of
Robec in a first-stage exchange pursuant to AmeriQuest's two phase acquisition
of Robec.
Subject to AmeriQuest and Robec stockholders' approvals, the remaining
shares of Robec Common Stock will be exchanged in a merger transaction (the
"Merger") at the same conversion ratio of 0.63075 shares of AmeriQuest for each
share of Robec common stock. The Merger is expected to be completed in early
1995.
Robec is a national value-added distributor of microcomputer systems,
peripherals and accessories. Its key vendors include Acer, IBM, MultiTech,
Okidata, Unisys and Wyse.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) The financial statements of Robec required to be filed pursuant to Item
7(a) of Form 8-K are incorporated herein by reference to AQS's Registration
Statement on Form S-4, SEC File No. 33-81726, declared effective on August 11,
1994 on pages F-42 through F-53 of the Prospectus/Joint Proxy Statement included
therein, copies of which were attached to the original Form 8-K as Exhibit 3 and
incorporated herein by this reference. Further, the financial statements of
Robec at June 30, 1994 are incorporated herein by reference to Robec's Quarterly
Report on Form 10-Q for the six months ended June 30, 1994, SEC File No. 0-
18115, a copy of which is attached hereto as Exhibit 5.
(b) The pro forma financial information for Kenfil and Robec required to be
filed pursuant to Item 7(b) of Form 8-K and Rule 601 of Regulation S-K are
attached hereto and incorporated herein by this reference, including:
Pro Forma Condensed Balance Sheet at
June 30, 1994
Pro Forma Condensed Statements of Operations
for the fiscal year ended June 30, 1994.
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Exhibit No. Description of Exhibit
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2 Amended and Restated Agreement and Plan of Reorganization dated
as of August 11, 1994 by and between AmeriQuest, Robec and
certain principal shareholders of Robec.
3 Financial Statements of Robec as included in AQS's Registration
Statement on Form S-4, SEC File No. 33-81726 at pages F-42
through F-53 of the Prospectus/Joint Proxy Statement included
therein.
5 Robec's Quarterly Report on Form 10-Q for the six months ended
June 30, 1994.
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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 hereunto duly authorized.
AMERIQUEST TECHNOLOGIES, INC.
/s/ Stephen G. Holmes
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Stephen G. Holmes
Secretary, Treasurer and
Chief Financial Officer
Dated: February 8, 1995
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FOOTNOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS OF AMERIQUEST TECHNOLOGIES, INC., KENFIL INC. AND ROBEC INC.
The following footnotes reflect the assumptions made in the preparation of the
Pro Forma Condensed Consolidated Financial Statements.
(A) In conjunction with the purchase of Kenfil, AmeriQuest will issue
1,894,360 additional shares of AmeriQuest Common Stock in satisfaction of
certain Kenfil subordinated debt in the amount of $3,175,000.
(B) In September 1994, AQS issued 1,046,252 shares of its Common Stock to
acquire the remaining 49% of Kenfil Inc. The additional shares were valued
at $1.75 per share and resulted in additional goodwill in the amount of
$1,920,000.
(C) In conjunction with the purchase of Kenfil, the Company issued 2,788,353
additional shares of AmeriQuest Common Stock in satisfaction of certain
Kenfil trade accounts payable, i.e. to Kenfil's vendors. Initially certain
such shares were issued in part as AmeriQuest Common Stock and in
principal part as Series C Convertible Preferred Stock pending an increase
in the number of shares of Common Stock that AmeriQuest is authorized to
issue. However, inasmuch as the Series C Convertible Preferred Stock
served only as a temporary capital alternative, it is reflected in the
accompanying pro forma financial statements as Common Stock. AmeriQuest
anticipates that up to an additional one million shares of AmeriQuest
Common Stock may be issued to other Kenfil vendors, however, no certainty
as to such possible issuance exists.
(D) To effect the purchase of Robec, AmeriQuest will issue 1,402,805 shares of
AmeriQuest Common Stock in exchange for 50.1% of the issued and
outstanding shares of Robec common stock. The AmeriQuest Common Stock is
assumed to have a market value of $1.75 per share at the time of the
transaction for a total purchase price of $2,455,000. This purchase
price, after providing additional inventory and receivable reserves
equalled the fair value of the net assets acquired. Such shares are
reflected in the accompanying pro forma financial statements as Common
Stock. No assurance can be given that the number of shares to be issued to
the Robec shareholders will not be greater number than that reflected
herein, as the exact number of shares is subject to adjustment based on
the market value of AmeriQuest Common Stock on the day preceeding the
closing.
(E) To record goodwill amortization over a 10 year life.
(F) Savings of interest expense on notes payable and long-term debt retired
through the issuance of Ameriquest Common Stock in (A) above, interest
ranging from 9.5% to 13.91%.
(G) The restructuring charge of $5,700,000 included in AmeriQuest's historical
statement of operations relates principally to the write-off of certain
former personal computer joint venture operations. The restructuring
charge and earthquake loss of $3,430,000 included in Kenfil's historical
financials included charges of $2,821,000 for losses sustained in the
Southern California earthquake and restructuring charges of $484,000
relating to severance costs and lease termination costs.
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Such restructuring charges, although non-recurring in nature, have been
included in the proforma condensed combined statement of operations in
conformity with Article 11 of Regulations S-X of the Securities and
Exchange Commission.
(H) On July 8, 1994, AmeriQuest reacquired 345,091 shares of its Common Stock
from Mr. James D'Jen, a former officer and director of AmeriQuest, as down
payment on an obligation of Mr. D'Jen to exchange 350,000 shares of
AmeriQuest Common Stock, in exchange for all (100%) of the common stock of
AmeriQuest's Singapore subsidiary, CMS Enhancements (S) PTE Ltd. The
Singapore subsidiary is a distributor of commodity disk drives. Sales for
this Singapore subsidiary approximate $20 million annually, with an
approximate breakeven in operating results. Upon the receipt of the
balance of the shares due from Mr. D'Jen, AmeriQuest will be divested of
its Singapore subsidiary.
(I) During fiscal year 1994 AmeriQuest acquired two companies, the impact of
which would be approximately $20 million in revenues for the nine months
not reflected in historical results, with an approximate breakeven in
operating results.
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AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
PROFORMA CONDENSED BALANCE SHEET
June 30, 1994 (Unaudited)
(Dollars in thousands except shares)
ASSETS
<TABLE>
<CAPTION>
AmeriQuest Proforma Proforma Proforma Proforma
Technologies, Inc. Adjustments(1) Combined Robec, Inc.(2) Adjustments Combined
------------------ -------------- --------- -------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS
Cash $ 3,200 $ 3,200 $ 363 $ 3,583
Accounts receivable, net 24,708 24,708 16,188 (4,000)(D) 36,896
Inventories 24,165 24,165 20,371 (5,754)(D) 38,782
Income taxes receivable - - - -
Prepaid expenses and other 1,627 1,627 523 2,150
----------- --------- ------- -------- --------- --------
Total current assets 53,700 0 53,700 37,445 (9,754) 81,391
PROPERTY AND EQUIPMENT, NET 4,078 4,078 1,962 - 6,040
INTANGIBLE ASSETS, NET 6,490 1,970 (A) 8,460 - - (D) 8,480
OTHER ASSETS 877 877 604 - 1,481
----------- --------- ------- -------- --------- --------
$ 65,145 $ 1,970 $67,115 $ 40,011 $ (9,754) $ 97,372
=========== ========= ======= ======== ========= ========
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
AmeriQuest Proforma Proforma Proforma Proforma
Technologies, Inc. Adjustments(1) Combined Robec, Inc.(2) Adjustments Combined
------------------ ------------- --------- -------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 23,408 $(4,880)(C) $ 18,528 $13,923 - $ 32,451
Notes payable 23,059 23,059 12,046 - 35,105
Other 2,361 2,361 1,678 - 4,039
----------- --------- ------- -------- --------- --------
Total current liabilities 48,828 (4,880) 43,948 27,647 0 71,595
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LONG-TERM DEBT 3,175 (3,175)(A) - - - -
OTHER NONCURRENT LIABILITIES
DEFERRED INCOME TAXES 267 267 155 - 422
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value;
authorized 10,000,000 shares;
no shares issued and outstanding - - - - - -
Common stock, $.01 par value;
authorized 30,000,000 shares;
issued and outstanding 9,857,779
shares 99 57(A) 156 - 14 (D) 170
Common stock, $.01 par value;
authorized 10,000,000 shares;
issued and outstanding 4,599,180
shares - - - 46 (46) -
Additional paid-in capital 27,345 9,968(A,B,C) 37,313 16,695 (14,254)(D) 39,754
Retained deficit (14,569) (14,569) (4,532) 4,532 (14,569)
----------- --------- ------- -------- --------- --------
Total stockholders' equity 12,875 10,025 22,900 12,209 (9,754) 25,355
----------- --------- ------- -------- --------- --------
$65,145 $1,970 $67,115 $40,011 $(9,754) $97,372
=========== ========= ======= ======== ========= ========
OUTSTANDING COMMON SHARES 9,857,779 12,798,391 14,201,196
=========== ========== ==========
</TABLE>
(1) Includes the acquisition of the remaining 49% of Kenfil and the conversion
to Preferred and Common Stock of certain indebtedness.
(2) Includes the acquisition of 51% of Robec, Inc.
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AMERIQUEST TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For year ended September 30, 1994
(Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
AmeriQuest Pro Forma Pro Forma Pro Forma Pro Forma
Technologies, Inc. Kenfil Inc. Adjustments Combined Robec Inc. Adjustments Combined
------------------ ----------- ----------- ---------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
NET SALES $ 87,593 $ 138,759 $ 226,352 $ 168,446 $ 394,798
COST OF SALES 75,023 128,843 203,866 155,836 359,702
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Gross profit 12,570 9,916 0 22,486 12,610 0 35,096
OPERATING EXPENSES
Selling, general and
administrative 14,144 24,653 197 (E) 38,994 22,985 0 61,979
Restructuring charge and
earthquake loss 5,700 3,430 9,130 0 9,130
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Loss from operations (7,274) (18,167) (197) (25,638) (10,375) 0 (36,013)
OTHER INCOME
(EXPENSE)
Other income 31 40 71 71
Interest expense (728) (2,626) (380)(F) (2,974) (1,613) (4,587)
------------- ----------- --------- --------- ---------- ----------- ---------
(697) (2,586) (380) (2,903) (1,613) 0 (4,516)
------------- ----------- --------- --------- ---------- ----------- ---------
Loss before taxes (7,971) (20,753) (577) (28,541) (11,988) 0 (40,529)
PROVISION FOR INCOME
TAXES 0 17 17 (814) (797)
------------- ----------- --------- --------- ---------- ----------- ---------
Net loss $ (7,971) (20,770) (577) $ (28,558) $ (11,174) $ 0 $ (39,732)
============= =========== ========= ========= ========== =========== ==========
Net loss per
common share and
common share equivalent $ (1.33) $ (3.25) $ (2.44) $ (2.52) $ (3.03)
============= =========== ========= =========== ==========
Common and common
equivalent shares 5,973,511 6,398,000 11,702,476 4,439,000 13,105,281
============= =========== ========== =========== ==========
</TABLE>
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