SECURITIES & 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: April 6, 1999
Lotus Pacific, Inc.
(Exact name of registrant as specified in its charter)
Delaware
State of Organization
0-24999
Commission File Number
52-1947160
Employer Identification Number
200 Centennial Avenue, Suite 201, Piscataway, New Jersey 08854
Address of Principal Executive Office
(732) 885-1750
Registrant's Telephone Number, Including Area Code
Item 2. Disposition of Assets
To restructure its business operation, the Company entered into a Stock
Purchase Agreement with Clarinet Overseas Ltd. on September 30, 1998. Under
the Agreement, the Company sold all of its ownership interests in LPF
International Corp. and Richtime Far East Limited. to Clarinet Overseas Ltd.,
including all assets and liabilities, for an aggregate consideration of
$2,500,000 in cash.
LPF International Corp. is an apparel fashion designer and a textile fabric
wholesaler located in New York, NY and Richtime Far East Ltd. is a subsidiary
of LPF International Corp that operated in Hong Kong.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired.
Not applicable
(b) Pro forma financial information
The following condensed pro forma consolidated financial statement of Lotus
Pacific, Inc. and Subsidiary gives effect to the disposition of LPF
International Corp., a wholly owned subsidiary of the Company, as though it
had occurred at June 30, 1998.
PRO FORMA CONDENSED BALANCE SHEET
As of June 30, 1998
(In Thousands)
Pro Forma Pro Forma
Actual Adjustments Statement
ASSETS ---------- ------------- -----------
Current Assets
Cash $ 3,193 $ 1,160 $ 4,353
Accounts Receivable 4,979 (1,246) 3,703
-------- -------- --------
Total current assets 8,172 8,056
Property & Equipment, net 1,359 (76) 1,283
Investment (note 1) 600 600
Intangible Assets 5,440 5,440
-------- --------
Total Assets 16,404 16,242
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable 1,756 (173) 1,583
Other current liabilities (note 2) 258 258
-------- --------
Total current liabilities 2,014 1,841
Minority Interest 6,570 6,570
Capital Stock 127 127
Paid-in Capital 10,241 10,241
Retained Earnings (note 3) (2,547) (2,537)
-------- --------
Total stockholders' equity 7,821 7,831
Total Liabilities &
Stockholders' Equity $ 16,404 $ 16,242
======== ========
Notes to Pro Forma Condensed Balance Sheet:
Note 1. In April, 1997, the Company acquired 100% of the stock of Richtime
Far East, Ltd., a Hong Kong corporation, for monetary consideration of
$600,000. The Company carries the investment at cost, and Richtime Far East
Ltd. is not consolidated with Lotus Pacific, Inc.
Note 2. No provision for income taxes has been reflected on the gains
applicable to the sale of LPF, since those gains could be offset by the
Company's net operating losses (NOLs) incurred in previous years.
Note 3. An adjustment has been made for $90,000 of LPF's retained earnings
and $100,000 gain on sale of LPF.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
For the Quarter Ended September 30, 1998
The following pro forma statement of operations for the quarter ended
September 30, 1998 has been prepared to reflect the sale of LPF. The statement
is based on the assumption that the sale of LPF was consummated at July 1,
1998, the beginning of the fiscal year of Lotus Pacific, Inc. This pro forma
statement of operations should be read in conjunction with other financial
statements included elsewhere herein and the Company's annual report 10-K/A,
which has been filed with the SEC.
Pro Forma Pro Forma
(In Thousand dollars) Actual Adjustments Statement
---------- ------------ -----------
Net Sales $ 5,314 $ (2,894) $ 2,420
Cost of Sales 3,953 (2,755) 1,198
-------- --------- --------
Gross Profit 1,361 1,223
Operating Expenses 1,134 (38) 1,096
Operating Income 227 127
Other Income (expenses) (69) (69)
Net Income before Minority Interest 158 58
Minority Interest 23 23
Net Income $ 135 $ 35
======== ========
Earnings Per Share
Basic $.00 $.00
======== ========
Diluted $.00 $.00
======== ========
Pro forma earnings per share are based on the exercise of all outstanding
stock options and warrants, and it is fully diluted.
(c) Exhibits.
None
Signatures
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant had duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
LOTUS PACIFIC, INC.
Date: April 5, 1999 By: /s/ James Yao
--------------------------------
James Yao, Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the
registrants and in capacities and on the dates indicated.
Date: April 5, 1999 By: /s/ John O. Hing
------------------------------------
John O. Hing, Chief Financial Officer
